Contract Terms

Licensing

Provider is licensed by the Tennessee Department of Commerce & Insurance, Division of Fire Prevention.

• Fire Extinguisher Firm Certification: #541
• Fire Extinguisher Specialist License: #2405

This agreement has two parts. Part 1, General Terms, applies to every service. Part 2, Service Terms, has one section per service, and each section applies only if that service is checked in Schedule A.

Both parties agree as follows:

Definitions

Capitalized terms in this agreement mean:

• AHJ (Authority Having Jurisdiction): the official responsible for enforcing fire and life safety codes at a Site. This is usually the city fire marshal, and in some cities a building codes official. Where no local official has authority, it is the Tennessee State Fire Marshal.
• Site: each Client address listed in Schedule A or named on a Service Report.
• Unit: each portable fire extinguisher, emergency light, exit sign, or combination exit sign and emergency light.
• Site Visit: each trip by Provider to one Site on one day.
• Service Call: the per-Site Visit charge on the Rate Sheet.
• Rate Sheet: the rate sheet or quote Provider most recently sent to Client.
• Service Report: Provider's written report for each Site Visit. It lists each Unit by location, type, and size, its result (passed, failed, replaced, or red-tagged), any Deficiency, recommendations, any approved added work, the work performed, and technician notes.
• Annual Certification Tag: the service tag Provider attaches to each extinguisher that passes, as Rule 0780-02-14-.11 requires. It is punched with the month and year and the type of work performed, and signed by the technician. It shows Provider's name, address, and firm certificate number and the technician's name and license number.
• Red Tag: the tag Rule 0780-02-14-.12 requires on an extinguisher with a Deficiency. It reads "DO NOT REMOVE BY ORDER OF THE STATE FIRE MARSHAL" and states the reason for the impairment.
• Deficiency: any condition that fails the standards named in the matching Part 2 section.
• Equivalent Unit: an extinguisher with the same extinguishing agent and discharge type, and an equal or higher UL rating.
• Loaner: an Equivalent Unit owned by Provider and left at a Site until Provider returns to install a replacement or to return Client's extinguishers after off-site service.
• Approved Substitute: an Equivalent Unit that is listed by a nationally recognized testing laboratory and carries a current Annual Certification Tag.
• Condemned Unit: an extinguisher that cannot be returned to service under NFPA 10 or the manufacturer's instructions.
• Business Day: Monday through Friday, excluding federal holidays.

Part 1: General Terms

1. Services and Sites

Provider will:

• Perform the services checked in Schedule A at each Site, under the matching Service Terms in Part 2
• Replace, repair, or service equipment at Client's cost per the Rate Sheet. Provider will tell Client the price of any added work before performing it. Client may approve in person, by phone, by text, or by email. Provider will record each approval on the Service Report.
• Email the Service Report to Client within five (5) Business Days after each Site Visit, and submit any compliance report the AHJ requires within five (5) Business Days after the Site Visit
  • Provider is not liable for AHJ delays, failures, or changes in reporting format, provided documentation was issued correctly and on time
• Take and retain photos of equipment or service areas solely for documentation and compliance purposes, store securely, and will not share photos except as required by AHJ or with Client consent
  • Provider will use reasonable efforts to avoid capturing customer documents or unrelated personnel, and will redact them on Client's request

2. Standard of Work and Records

Provider will perform the checked services in a workmanlike manner consistent with the standards named in each Part 2 section, as adopted in Tennessee, and the requirements of the Authority Having Jurisdiction (AHJ). Provider does not warrant that the premises, equipment Provider did not sell, or the number, type, or placement of equipment complies with any code.

Provider's services are not a code review or a complete system or code compliance evaluation. Provider does not guarantee that any Unit is free of all defects or will perform as intended in every case. Client has not hired Provider to make those assessments unless Provider quotes them in writing.

Provider will keep Service Reports and photos for at least ten (10) years from the date of service and is not required to reissue Service Reports after that period.

Provider may update service scope and fees to comply with new codes or regulations with 30 days' written notice under Section 11.

3. Service Schedule and Term

• Frequency: Provider performs each checked service once per year. Any more frequent inspection or test required by law is Client's duty unless Schedule A states Provider will perform it.
• Due Date: Annual service is due each year in the calendar month of the first Site Visit under this agreement. Client is responsible for scheduling it. Provider's courtesy reminders begin on the first Business Day of that month and may continue through the month by text, email, or automated call. Client agrees to receive reminders by text, email, and automated or prerecorded call at the numbers and addresses in Section 11. If Client gives no mobile number or email, reminders may be by automated call only. Failure to send or receive a reminder does not invalidate renewal or excuse Client's responsibilities.
• Contract Term: This agreement begins on the last signature date shown below and continues for one (1) year, automatically renewing for successive one-year terms. Either party may cancel at any time under Section 12.
• Business Hours: Service hours are 8:00 a.m. to 7:00 p.m. Central Time on Business Days. Weekend service is available only by advance arrangement.
• Appointments: Client may cancel or reschedule an appointment at no charge any time before Provider arrives on site.
  • Once Provider arrives and performs the inspection, Client owes the Service Call and the per-Unit inspection fee for every Unit inspected, even if Client cancels the visit or buys replacement equipment elsewhere.
  • If Provider arrives at the scheduled time and cannot access the Units, or no one is present to provide access, Client owes the Service Call as a no-show fee. Provider waits at least 20 minutes after arriving and tries to reach Client's contact by phone and text before charging the no-show fee.

4. Client Responsibilities

Client must:

• Give Provider safe access to every Unit at the scheduled time
• Present every Unit covered by the services checked in Schedule A at each Site
• Comply with all fire codes, building codes, and orders of the Authority Having Jurisdiction that apply to the premises
• Keep each Unit visible and unobstructed, and tell Provider of any hazards at the Site before the Site Visit
• Report any Unit that is used, damaged, or missing to Provider by the end of the Business Day Client notices it
• Meet the Client duties in each Part 2 section that applies

Provider services only the Units presented and listed on the Service Report. Provider does not perform hazard assessments or equipment selection, distribution, or placement design unless quoted in writing.

5. Fees and Payment

• Prices for each Site Visit, equipment, installation, testing, disposal, and other services follow the Rate Sheet in effect on the date of service.
• Payment Terms (check one): ☐ Due upon service   ☐ Net 15   ☐ Net 30   ☐ Net 45   ☐ Net 60
  If no box is checked, payment is due upon service.
• Client responsible for all applicable taxes, fees, and regulatory charges
• Provider may adjust rates with 30 days' written notice under Section 11
• Past-due amounts bear interest at 1.5 percent per month, or the highest rate allowed by law if lower
• CLIENT MAY NOT WITHHOLD PAYMENT OR OFFSET FEES due under this agreement based on any alleged claims unless such claims have been resolved in Client's favor through binding arbitration or final court judgment

6. Non-Payment Remedies

Payment default means any amount unpaid 15 days after its due date.

Upon payment default, Provider may suspend future service and recover all unpaid amounts, including:

• Labor and drive time
• Materials and loaner replacement costs
• Collection costs and reasonable attorneys' fees in any action to collect amounts due

Provider may file suit any time after payment default without further notice.

Provider will not remove installed equipment from a site because of non-payment.

7. Scope Limitations and Building Code Disclaimer

Provider's services are limited to the services checked in Schedule A.

Provider is not responsible for and makes no warranty regarding:

• Overall building fire code compliance
• Fire alarm systems
• Sprinkler systems
• Any service not checked in Schedule A
• Any other fire protection systems not specifically covered under this agreement

EXCEPT AS STATED IN SECTION 2, PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, ON EQUIPMENT OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Any manufacturer's warranty on equipment passes to Client. Certified pre-owned extinguishers are sold with Provider's Annual Certification Tag only and no manufacturer warranty.

Client acknowledges that compliance with all applicable building and fire codes remains Client's responsibility.

8. Liability and Indemnity

Client acknowledges that Provider is not an insurer of or against any loss or damage to persons or property at any Site, whether direct, incidental, or consequential, and does not guarantee that fire, injury, or loss will be prevented. Client is responsible for insuring against loss or damage at its Sites.

Provider's total liability for all claims arising from this agreement or the services, whether in contract, tort, negligence, strict liability, or otherwise, is limited to $250. Client may raise this limit by accepting Provider's written quote for a higher limit and paying the added fee it states. This limit also protects Provider's members, employees, and subcontractors.

Neither party is liable for indirect, special, incidental, consequential, or punitive damages, including loss of use, business interruption, and lost profits or revenue. Provider is not liable to Client for claims brought against Client by third parties.

These limits do not apply to gross negligence, recklessness, or willful misconduct.

Client must file any claim, lawsuit, or arbitration demand against Provider arising from this agreement or the services, whether in contract, tort, or otherwise, within one (1) year after the damage occurs. Client waives any longer statutory or common law period. This deadline does not apply to Provider's claims for amounts due.

Client will defend, indemnify, and hold harmless Provider from all losses, claims, damages, penalties, fines, and third-party claims to the extent caused by:

• Client's negligence or breach of this agreement
• Misuse of or tampering with equipment
• Client's failure to perform its own inspections, tests, and maintenance that Client is required to perform
• Conditions at any Site that Provider did not create, including building construction, occupancy, stored materials, and hazards
• Fire alarm, sprinkler, kitchen hood, or other systems and equipment that Provider was not hired to service
• Acts or omissions of Client's employees, tenants, contractors, guests, or any party other than Provider
• Client's failure to correct a Deficiency, keep a Unit with a Red Tag out of service, or follow Provider's written recommendations
• Client's failure to comply with applicable building and fire codes or AHJ orders

This indemnity does not cover the share of any loss caused by Provider's own negligence or willful misconduct.

9. Client Insurance and Waiver of Subrogation

Client must maintain property insurance covering the premises and equipment. Client waives, and will cause its property insurer to waive, all rights of recovery against Provider for loss or damage to property to the extent covered, or required by this agreement to be covered, by Client's property insurance, except for Provider's gross negligence or willful misconduct. For this Section, Client's deductibles count as covered losses.

10. Insurance, Assignment, and Subcontractors

Provider maintains commercial general liability insurance and other insurance it deems appropriate. A certificate of insurance showing current coverage and limits is provided on request.

Neither party may assign this agreement without written consent, except that Provider may assign it to a successor to its business on notice to Client.

Provider may use licensed or certified subcontractors for specialized services, such as hydrostatic testing. Provider's responsibility for subcontracted work is limited to selecting a properly licensed or certified subcontractor. Provider makes no warranty on work performed off site by a subcontractor, including internal components, and all claims remain subject to Section 8. Provider will require each subcontractor to carry liability insurance naming Provider as an additional insured.

11. Notice Requirements

The parties agree to conduct this agreement electronically. Notices are written notices when sent by email or text to the contacts listed below, and are deemed received when sent, unless the sender receives a delivery-failure message. Scheduling and routine communication may also be by phone.

Client is responsible for:

• Maintaining a current email address and mobile phone number
• Checking email and text messages at least once each Business Day
• Whitelisting Provider's email address
• Checking spam folders

Client's failure to do so does not make a notice ineffective.

Provider Contact
Contact name	Frank Jones
Email	info@ironcladfire.com
Mobile phone (text)	(615) 502-3194
Mailing address	1013 Wickshire Dr, Gallatin, TN 37066

12. Termination

Either party may cancel this agreement, or any one checked service, at any time by written notice under Section 11. Cancellation takes effect on receipt. Amounts for work already performed remain due, and the rest of this agreement stays in effect if only one service is cancelled.

Provider may immediately terminate or suspend service for:

• Unsafe site conditions
• Client interference with access to equipment
• Payment default under Section 6
• Client engages in abusive behavior, safety threats, or repeated obstruction of work

13. Governing Law and Disputes

This agreement is governed by Tennessee law.

Dispute Resolution:

• Either party may sue in the General Sessions Court of Sumner County, Tennessee, for any claim within that court's jurisdiction, without mediation
• All other disputes go first to mediation, then to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules
• Locale: Sumner County, Tennessee (or, if unavailable, Nashville, Tennessee)
• Hearings may be held in person or by video conference
• Except as Section 6 provides for amounts due, each party bears its own attorneys' fees and costs
• Administrative fees and arbitrator compensation will be split equally unless the arbitrator directs otherwise

If arbitration is deemed unenforceable, the parties consent to exclusive jurisdiction in the state courts of Sumner County, Tennessee, or the United States District Court for the Middle District of Tennessee, Nashville Division.

14. Force Majeure

Neither party shall be liable for delays due to events beyond their control, including acts of God, labor disputes, or government orders.

If such delays exceed 30 days, either party may terminate this agreement with written notice.

15. Severability

If any provision of this agreement is found invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

16. Intellectual Property

CLIENT MAY NOT REPRODUCE OR DISTRIBUTE Provider's service materials, inspection forms, or proprietary tagging formats without written permission.

17. Entire Agreement, Third Parties, and Survival

This document, including Schedule A and the Rate Sheet, is the entire agreement. Adding or removing a service in Schedule A must be written and signed by both parties. Rate and scope updates under Sections 2 and 5 and approvals of added work under Section 1 are part of this agreement and do not need a signed amendment.

No third-party beneficiaries. This agreement is for the sole benefit of Provider and Client. No tenant, occupant, employee, owner, insurer, or other person is a third-party beneficiary, and Service Reports are prepared for Client only.

Sections 5, 6, 8, 9, 13, 16, and 17, and the loaner return duty in Section 18, survive termination.

This agreement may be signed in counterparts and by electronic signature, each of which is an original.

Part 2: Service Terms

Each section below applies only if its service is checked in Schedule A.

18. Portable Fire Extinguishers

Standards: Tenn. Comp. R. & Regs. Chapter 0780-02-14 (Fire Extinguishers) and the edition of NFPA 10 it adopts.

Provider will:

• Perform the annual inspection of each extinguisher under NFPA 10 and attach an Annual Certification Tag to each extinguisher that passes
• When an extinguisher fails inspection, including damage, expired hydrostatic testing, missing parts, or any other NFPA 10 deficiency, tell Client and quote the repair or replacement:
  • Approved, in stock: Provider repairs or replaces the extinguisher during the same Site Visit and attaches a new Annual Certification Tag
  • Approved, not in stock: Provider attaches a Red Tag, orders the replacement, and installs it within seven (7) Business Days. If Provider has an Equivalent Unit in stock, Provider leaves it as a free Loaner until the replacement is installed. If Provider cannot install the replacement by that date for any reason, Provider gives Client a new date, and Client may accept it or cancel the order at no charge. This is Client's only remedy for the delay. Orders for new equipment follow the lead time in Provider's quote, under the same rule.
  • Declined: Provider attaches a Red Tag, photographs it, and records Client's refusal on the Service Report. The equipment belongs to Client. Provider does not remove Client's equipment without Client's consent, except as this Section allows for an immediate danger.
  • Provider records each red-tagged extinguisher as a Deficiency on the Service Report, as written notice to Client, and reports it to the AHJ within five (5) Business Days where the jurisdiction requires
  • A red-tagged extinguisher gets an Annual Certification Tag only after it is repaired or replaced and passes inspection
• Leave a Loaner for any extinguisher Provider removes for off-site service
• Remove a red-tagged extinguisher from a Site only for a critical deficiency, such as severe corrosion or damage, and only after leaving a Loaner or selling Client an Approved Substitute at Rate Sheet prices. Provider may remove an extinguisher that poses an immediate danger, such as a risk of rupture, without a Loaner or Client's consent. Provider holds it for Client and disposes of it only with Client's approval.
• Dispose of Condemned Units under EPA and Tennessee environmental rules, at the Rate Sheet disposal fee per Condemned Unit. Disposal of extinguishers in good condition is provided at no charge.

Client must:

• Perform and document monthly extinguisher inspections per NFPA 10 and OSHA requirements, unless Provider is hired for them in Schedule A
• Retain monthly inspection logs for 12 months
• After declining a repair or replacement, call Provider to schedule any return visit. A return visit is billed as a new Site Visit: the Service Call, plus the inspection fee and Annual Certification Tag for each replaced extinguisher.
• Return each Loaner within ten (10) Business Days of Provider's request or pay the replacement cost on the Rate Sheet
• Under NFPA 10, Section 7.1.1, Client as owner is responsible for maintenance of its extinguishers, including replacing a red-tagged extinguisher, unless Provider removes it.
• Client acknowledges that each Unit with a Red Tag is out of service, may not meet fire code, and presents a life-safety hazard. Client is responsible for the absence of that Unit until it is repaired or replaced, except loss caused by Provider's own negligence.

PROVIDER IS NOT LIABLE FOR FINES OR PENALTIES RESULTING FROM CLIENT'S FAILURE TO PERFORM REQUIRED MONTHLY INSPECTIONS.

19. Emergency Lighting and Exit Signs

Standards: NFPA 101, Life Safety Code, as adopted by the Tennessee State Fire Code.

Provider will:

• Perform the annual 90-minute test and inspection of battery-powered emergency lights and exit signs
• List each Unit or battery that fails the test on the Service Report and quote its replacement
• Replace failed Units or batteries with like Units connected to the existing wiring at the fixture, at Client's cost per the Rate Sheet, after Client approves the price. Provider may decline any replacement it determines requires a licensed electrician or a permit.
• Tell Client at the end of the visit that battery Units may not provide full duration for up to 24 hours after the annual test

Client must:

• Perform and document the monthly 30-second functional test, unless Provider is hired for it in Schedule A
• Keep written test records available for the AHJ

Provider is not responsible for building wiring, circuits, generators, or any electrical work beyond replacing a like Unit on existing wiring, and does not work on wiring inside walls or ceilings. Client must hire a licensed electrician for that work.