Terms and Conditions for the Supply of Fire Testing Services
CFR - Cambridge Fire Research Limited.
Client - The second party to the contract.
Contract - The Contract Agreement to which these Terms and Conditions apply. The Contract may be established by formal contract document or the issue by CFR, and acceptance by the Client, of a quotation. Issue and acceptance may be by exchange of letters, official order form, e-mail or facsimile transmission. The Contract Agreement and these Terms and Conditions constitute the full understanding between the parties and the Client acknowledges that it has not relied upon any statement made by CFR which is not included in this Contract.
Report - The written document or documents provided by CFR to the Client.
Services - The provision of testing, research, consultancy, commercial or other professional services. Such services being defined in the quotation.
Fire Test - A Fire Resistance Test carried out in accordance with the test standard specified in The Agreement. This includes the application of all instrumentation as defined in the standard and issue of a Report. Where the test standard in The Agreement is described as ad-hoc the full details of the test method to be performed will have been separately agreed by the Parties.
Force Majeure - Any event beyond CFR's control including adverse weather conditions, strikes, industrial action, reductions or interruptions in the supply of essential services gas/electricity/water, plant and machinery failure and interruption in the supply of materials.
Parties - CFR and the Client together.
Report - The written document or documents provided by CFR to the Client. CFR may also provide copies of observations, video recording and of the test data and logged data.
Subcontractors - A third party engaged by an agreement by either CFR or the Client to undertake work on behalf of that party.
2 Appointment and Duration
All services carried out and work undertaken by Cambridge Fire Research (CFR) is done so only in accordance with the following Terms and Conditions. Orders are accepted only on the basis that these Terms and Conditions form part of the contract between CFR and the Client.
These Terms and Conditions shall apply to any and all contracts entered into between CFR and the Client.
These Terms and Conditions shall take precedence over any Terms and Conditions imposed by the Client unless expressly agreed by CFR in writing.
3 Pricing and Payment
The total cost of services provided by CFR will be agreed with the Client and the agreed price will be recorded in writing. The contract price will be deemed to have been communicated and agreed by both parties in writing where such communication is by letter, official order, e-mail or facsimile transmission.
Unless otherwise agreed in writing, CFR will submit to the client, an initial invoice for 50% of the total cost following the a test, and a final invoice for 50% of the total cost on delivery of a draft test report.
The Client agrees to make payment within 30 days following the end of the month in which CFR's invoice is raised or, where the client does not have an agreed credit account, in advance, against an invoice or request for payment, whichever the Contract states.
In default of payment within the 30 days following the end of the month of invoice, CFR may suspend any further Services being carried out for the Client under this Contract or other Contracts between the Parties; withhold the provision of Reports; alter or withdraw credit terms and amend terms, prices or service levels. The amount outstanding from time to time shall bear interest, calculated from the due date of the invoice to the date of receipt of the amount in full at a rate equivalent to 5% per annum above base rate from time to time of Lloyds Bank in UK Pound Sterling.
Should the Client request CFR to provide additional Services in conjunction with this Contract, CFR may include these additional fees within CFR invoice for services.
In the event that the Fire Test overruns the cost per minute as stated in The Agreement shall be charged and invoiced by CFR to the Client.
In the event that additional thermocouples are required, the cost per thermocouple as stated in The Agreement shall be charged and invoiced by CFR to the Client.
Where a Client requests variation, amendments, changes and the like to the Report, CFR reserves the right to charge and invoice the Client for these variations.
Where CFR has agreed to supply materials, equipment or other items specifically for the contract these will be defined at the outset and their costs included in the total contract cost.
Unless conditioning requirements are separately agreed with CFR, it is the client's responsibility to ensure that any specimen components are delivered to CFR at optimum moisture content where required by the test standard.
Where the Client is installing the date(s) available for the installation will be as specified in the contract and between 8am and 5pm, unless otherwise agreed in writing.
The Client is required to deliver the test sample, materials and specimen on the date stated in The Agreement. Should the Client fail to deliver by this date, CFR reserve the right to cancel the Fire Test and charge the Client in accordance with Clause 9 of this Contract.
Disposal of the test sample, materials and specimen, unless advised in writing by the Client to CFR ahead of the Test Date that the Client wishes to retain any of these components after the Fire Test, will be disposed of as and when seen fit by CFR.
4 Test Samples, Materials and Specimens
CFR has a duty to its employees and third party visitors to its premises to comply with health and safety regulations. To this end the Client will always be responsible for informing CFR (in writing, at the outset of any contract negotiations) of the exact nature of any materials present in any specimen that may create a hazard, give off toxic fumes or otherwise be injurious to health when subjected to the fire testing process.
CFR staff will always use appropriate personal protective equipment (PPE) and take appropriate measures to reduce the general risk to the health and safety of attendees during fire testing procedures. CFR will always endeavour to provide a safe working environment and reduce any exposure to risk associated with the fire testing procedure. However, where the client has notified CFR of any hazardous materials and appropriate PPE or other safety measures are not available to deal with the specific hazard associated with those materials, CFR reserves the right to postpone or cancel the test.
If the Client does not disclose to CFR the presence of any hazardous materials at the outset as stated above and such materials are found to be present and cannot be dealt with safely, then a cancellation charge will become payable as if the Client had cancelled the test.
Where it is agreed that the Client shall have the responsibility for the supply, preparation and/or installation of any equipment, materials, documents or other items to enable a test to proceed, it will be the Client’s responsibility to ensure that such items are delivered, prepared and/or installed at the time and date specified by CFR.
The Client will be required to comply with all CFR procedures and policies. Where appropriate, the Client will be required to attend CFR inductions prior to commencing any works. The Client is required provide all necessary information prior to commencing the installation, to include but not limited to: test certificates, insurances, method statements, risk assessments, COSHH information and training records.
Whilst any test samples, materials and specimens are stored or being prepared at CFR premises ahead of the Fire Test, it remains the Client’s responsibility to insure these. CFR take no responsibility for any damage howsoever caused to the test sample, materials and specimens.
CFR will at all times make reasonable adjustments to its test schedules to cater for unforeseen problems affecting delivery of any such items. Notwithstanding the aforesaid, CFR reserves the right to claim damages from the Client in respect of any losses caused by the failure of the Client to deliver, prepare and/or install any items by the agreed date and time. These damages may include, but are not limited to, any loss of profits, additional staff costs and the cost of storage of items.
5 Client Use of Subcontractors
Where the Client wishes to use Subcontractors to install the test sample, the Client must advise CFR in writing of the details of the Subcontractor prior to the commencement of the installation.
Save for Fee information, the Client confirms that the Contract between the Parties shall apply mutatis mutandis to the agreement between the Client and the Client’s Subcontractors.
All communication to CFR is to be issued by the Client.
The Client’s Subcontractors will be required to comply with all CFR procedures and policies. Where appropriate, the Subcontractor will be required to attend CFR inductions prior to commencing any works. The Client is required to ensure that the Subcontractor provides all necessary information prior to commencing the installation, to include but not limited to: test certificates, insurances, method statements, risk assessments, COSHH information and training records.
6 Retention of Title
CFR shall retain copyright title to all Reports, drawings, Test data, calculations and any other documents produced by CFR during the contract.
The Client shall not, without the written approval of CFR, make copies of any documents. CFR will not unreasonably withhold such approval and, where such approval is withheld, CFR will communicate its reasons to the Client in writing.
7 Test Results and Reports
All information given by CFR including test results, Reports and data is provided subject to the limitations of normal test furnace practice and is based on the prevailing conditions and known knowledge or evidence at the time of any such test.
No test result, Report, data or other information provided to the Client shall be held to confer any rights or guarantees whatsoever to any third party client or customer of CFR's Client.
All draft test reports will be held awaiting a response for 12 months from the date that the last draft version was issued. After this an administration fee will be chargeable for test reports to be issued as a final version.
CFR will always take the necessary steps to ensure that any opinion or advice given as part of the contract will be correct however CFR will not accept liability for any loss or damage arising from the use of any such opinion or advice given to the Client. CFR will under no circumstances be liable to the Client whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss caused by factors outside of CFR's reasonable control. CFR's liability in respect of any other losses in respect negligence by CFR shall not exceed 2,000,000 GBP. This limitation shall survive the termination or expiry of the Contract.
CFR will, at all times, maintain the confidentiality of Client information including arrangements for any test carried out for the Client, the result of such test, any Report produced or any other information relating to the Clients' dealings with CFR.
The Client may at its sole discretion authorise CFR to disclose the contents of any Report or give any other information to a third party provided always that such authorisation is given in writing.
This confidentiality clause will automatically be waived should CFR become aware that any such Report, test result or other information issued by CFR has been altered or abridged by the Client so as to misrepresent that Report, test result or other information to a third party.
The Client will at all times keep and maintain confidential all information relating to the CFR procedures, documentation and commercial affairs that the Client may become aware of whilst visiting CFR's premises or in its dealings with CFR during period of the contract.
The Client agrees to allow access to UKAS (United Kingdom Accreditation Service) representatives to tests and CFR's records of tests for the purpose of enabling UKAS to assess CFR's performance in carrying out conformity assessment activities.
9 Cancellation or Postponement
Where a Test is cancelled or postponed at the request of the Client, CFR reserves the right to claim damages from the Client in accordance with any such clause stated in the Contract.
A test slot will be considered to be booked once a Test Booking Form has been signed by a customer and returned to CFR. All Test Booking Forms must be signed and returned to CFR no less than 2 calendar months prior to a test in order for the booking to remain in place. Where a Test Booking Form is not returned 2 calendar months prior to the test slot, the test slot will be considered to be not required.
Cancellation fees will be charged as follows:
- Where a test is cancelled between 1 and 2 calendar months prior to the booked test date; an administration fee will be charged.
- Where a test is cancelled between 2 and 4 calendar weeks prior to the booked test date; 50% of the Fire Test fee plus 100% of the cost of any work by CFR already undertaken or required as a result of the cancellation.
- Where a test is cancelled between 1 and 2 calendar weeks prior to the booked test date; 75% of the Fire Test fee plus 100% of the cost of any work by CFR already undertaken or required as a result of the cancellation.
- Where a test is cancelled less than 1 calendar week prior to the test date; 100% of Fire Test fee plus 100% of the cost of any work by CFR already undertaken or required as a result of the cancellation.
Where a test is cancelled due to reasons outside of CFR's reasonable control or Force Majeure, CFR shall rearrange the test for the next date convenient for both parties. CFR will not be liable to the Client for any Client cost as a result of the cancellation by CFR, howsoever incurred.
10 Disputes and Formal Service
Should any dispute arising out of this contract be unresolved by the parties to it the matter will be referred to a single third party arbitrator nominated by the president of the Law Society.
This Contract and Terms and Conditions are governed by the Laws of England. Service of any formal notice relating to this contract shall be in writing and addressed to the other party at its registered office or usual place of business.
CFR may terminate this Contract immediately upon giving written notice in the event that:
- The Client commits a material breach of the Contract and said breach is not corrected within a reasonable time scale to be determined by CFR taking account of the circumstances of such breach; or
- Proceedings are instituted by or against the Client under bankruptcy, receivership or insolvency laws; or
- The Client's business is sold, transferred or otherwise restructured without CFR being notified in writing and given written assurance that the contract transfers with the business of the Client's company.
In the event that the Contract is terminated, for whatever reason, any work in progress or completed test reports or other work not invoiced will become immediately payable by the Client or in the case of insolvency the representatives.
Version 9, issued 01/04/2023