construction & installation services
Version 1.0 | Effective May 2026
These Terms and Conditions ('Terms') govern the installation of fire alarm, life safety, low-voltage, and related systems by Pyro-Comm Systems, Inc. ('PCSI') for the Customer identified in the applicable Proposal. Pyro-Comm Systems, Inc. is a California corporation and licensed contractor (CSLB #612153) located at 15215 Alton Parkway, Suite 100, Irvine, California 92618.
1. ACCEPTANCE AND INTEGRATION
By approving a Proposal, Purchase Order, or other ordering document referencing these Terms — whether by written signature, electronic confirmation, or authorization to commence work — Customer agrees to be bound by these Terms and Conditions ('Terms'). These Terms, together with the applicable Proposal and any attached Schedule or Scope of Work, constitute the complete agreement between the parties ('Agreement'). If Customer's Purchase Order or other document contains terms that conflict with these Terms, these Terms shall govern unless PCSI expressly agrees otherwise in a written document signed by an authorized PCSI officer.
2. DEFINITIONS
'AHJ' means the Authority Having Jurisdiction with responsibility for code compliance at the Project site.
'Change Order' means a written, signed amendment to the Proposal adjusting the Scope of Work, Contract Price, and/or schedule.
'Contract Price' means the total amount payable to PCSI as set forth in the Proposal, as adjusted by executed Change Orders.
'Customer' means the entity or individual identified in the Proposal.
'Equipment' means the systems, components, and materials to be furnished and installed by PCSI.
'Project' means the construction or installation project described in the Proposal.
'Scope of Work' means the labor, materials, and services to be provided by PCSI as described in the Proposal.
'Substantial Completion' means the stage at which PCSI's defined Scope of Work under the applicable Proposal is sufficiently complete to allow the installed System to be used for its intended purpose, as determined by PCSI in its reasonable judgment. Substantial Completion of PCSI's Scope of Work may occur before, and is independent of, substantial completion of any broader project, construction, or work performed by Customer or others at the Project site.
3. CONTRACT PRICE AND PAYMENT TERMS
a. Deposit. A deposit in the amount specified in the Proposal is due upon execution of this Agreement. Work will not commence until the deposit is received.
b. Progress Invoices. PCSI will submit monthly progress invoices, or invoices at project milestones as specified in the Proposal. Customer shall pay each invoice within thirty (30) days of the invoice date.
c. Final Payment. The remaining Contract Price balance is due and payable upon Substantial Completion of PCSI's Scope of Work.
d. Late Payment. Invoices not paid when due shall accrue interest at 1.5% per month (18% per annum) from the due date. PCSI reserves the right to suspend work if any invoice remains unpaid more than fifteen (15) days past due, subject to Section 14. Time lost due to suspension for non-payment shall extend the Project schedule accordingly.
e. Retention. PCSI's pricing is based on receipt of undisputed payments per this schedule without retention. If Customer wishes to withhold retention, the parties must agree in writing; any such retention shall not exceed five percent (5%) and shall be released within thirty (30) days of Substantial Completion of PCSI's Scope of Work, consistent with California Civil Code Section 8812.
f. Disputed Invoices. Customer shall promptly notify PCSI in writing of any invoice dispute. Customer shall pay all undisputed portions when due and shall not withhold payment on undisputed amounts as leverage regarding any disputed item.
g. Credit Card. A processing surcharge of 2.95% applies to all payments made by credit or debit card.
4. PRICING AND MATERIAL AVAILABILITY
a. Proposal Validity. Proposal pricing is valid for thirty (30) days from the Proposal date. After such date, PCSI reserves the right to revise pricing to reflect current material, fuel, and labor costs.
b. Material Procurement. To protect against manufacturer price increases, PCSI reserves the right to procure and invoice for Equipment within thirty (30) days of contract execution. Customer will be invoiced for such Equipment upon PCSI's receipt.
c. Restocking. A restocking fee of twenty-five percent (25%) of the manufacturer's list price applies to all customer-requested material returns.
d. Discontinued Equipment. Where specified Equipment is discontinued or unavailable, PCSI will notify Customer and propose a listed-equivalent substitute. Customer approval of substitutes may be required to maintain schedule.
5. CHANGES TO SCOPE
a. Change Order Requirement. All additions to, deletions from, or modifications of the Scope of Work shall be documented in a written Change Order signed by both parties prior to commencement of the changed work.
b. Pricing of Changes. Unless otherwise agreed, additions to scope will be priced at PCSI's then-current labor rates plus materials at cost, with a standard markup of fifteen percent (15%) for overhead and profit.
c. Government-Required Changes. Changes required by the AHJ or other governmental authority during the course of construction shall be treated as additions to scope and priced via Change Order.
6. INSTALLATION SCHEDULE
a. Estimated Dates. Any start date and completion date provided in the Proposal are estimates only. Time is not of the essence unless expressly stated otherwise in a writing signed by both parties.
b. Excused Delays. PCSI shall not be liable for delays caused by: Customer's failure to provide access or timely decisions; acts of other contractors or subcontractors; AHJ review timelines; material supply chain disruptions; or any force majeure event under Section 16.
c. Customer-Caused Delays. If PCSI's work is delayed by acts or omissions of Customer, its agents, or other contractors on the Project, the schedule and Contract Price shall be equitably adjusted by Change Order.
7. CUSTOMER COOPERATION AND SITE CONDITIONS
a. Access. Customer shall provide PCSI with free and timely access to the Project site during PCSI's standard working hours (7:00 a.m. to 3:00 p.m., Monday through Friday, excluding PCSI-observed holidays). After-hours or weekend access required by Customer shall be subject to premium labor rates.
b. Site Conditions. Customer represents that the Project site is free of known hazardous materials (including asbestos) in areas where PCSI will work. If hazardous conditions are discovered, PCSI may suspend work until remediated.
c. Existing Infrastructure. PCSI's installation shall be based on conditions as represented in the Proposal. Hidden, unknown, or changed site conditions requiring additional labor or materials shall be addressed by Change Order.
d. Parking. Customer shall provide or arrange for parking reasonably adjacent to the work areas at no cost to PCSI.
e. Work by Others. Customer is responsible for coordinating all work by other trades required in connection with PCSI's installation (including electrical, cabling, patching, and painting). Such work is not included in the Contract Price unless expressly stated.
8. AHJ APPROVAL AND PERMITS
a. Permit Responsibility. PCSI will obtain required permits for its scope of work and will invoice Customer for permit costs at cost plus a handling fee. Permit fees are not included in the Contract Price unless expressly stated.
b. AHJ-Required Modifications. AHJ-required modifications to the System design or installation that are not included in the approved Scope of Work shall be treated as Change Orders.
c. Design Professional. Where the AHJ requires plans signed by a licensed architect or professional engineer, Customer is responsible for engaging and paying for such design professional unless PCSI has expressly agreed to provide engineering services in the Proposal.
9. RISK OF LOSS AND TITLE RETENTION
a. Risk of Loss. Customer assumes all risk of loss of materials and Equipment once delivered to the Project site.
b. Title Retention. Title to all Equipment furnished by PCSI shall remain with PCSI until the Contract Price and all Change Orders have been paid in full. PCSI is hereby granted a purchase money security interest in all Equipment installed under this Agreement to secure full payment, and Customer consents to PCSI filing any necessary UCC financing statements to perfect such interest.
10. SOFTWARE AND INTELLECTUAL PROPERTY
All software, programming, passcodes, and configuration data installed or created by PCSI remain the exclusive intellectual property of PCSI. Customer is granted a limited, non-transferable license to use such software solely in connection with the installed System at the Premises. Unauthorized copying, modification, reverse engineering, or transfer of PCSI's software is strictly prohibited and may constitute a violation of applicable federal copyright law (17 U.S.C. et seq.).
11. LIMITED WARRANTY
a. Labor Warranty. PCSI warrants that its installation workmanship will be free from defects for ninety (90) days from the date of Substantial Completion of PCSI's Scope of Work.
b. Parts Warranty. Equipment and parts are warranted for one (1) year from the date of Substantial Completion of PCSI's Scope of Work against defects in materials, subject to the applicable manufacturer's warranty terms.
c. Warranty Service. Warranty service shall be performed during PCSI's regular business hours (8:00 a.m. to 4:00 p.m., Monday through Friday, excluding holidays). Emergency or after-hours warranty service shall be provided at PCSI's then-current after-hours rates.
d. Warranty Exclusions. This warranty does not cover damage caused by: lightning or electrical surge; flooding; acts of God; vandalism; misuse; unauthorized modification or repair by any party other than PCSI; or failure by Customer to provide required power or communication infrastructure. Any modification to the System by a party other than PCSI shall void the warranty immediately.
e. Disclaimer. PCSI MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PCSI does not warrant that the System will prevent any loss by fire, smoke, or any other cause.
12. INDEMNIFICATION
a. Customer's Indemnity. Customer agrees to defend, indemnify, and hold harmless PCSI, its employees, officers, agents, and subcontractors from and against all claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (i) Customer's use or misuse of the System; (ii) Customer's failure to maintain the System or comply with applicable codes and AHJ requirements; (iii) false alarms or improper signals originating from Customer's Premises; (iv) third-party claims attributable to conditions at Customer's Premises; and (v) Customer's breach of this Agreement.
b. PCSI's Indemnity. PCSI agrees to defend, indemnify, and hold harmless Customer from and against claims by third parties arising directly from the gross negligence or willful misconduct of PCSI's employees or agents. PCSI's indemnity obligations shall not exceed the applicable limitation of liability set forth in the following section.
c. Proportionate Fault. Neither party shall be required to indemnify the other for claims arising from the other party's own negligence. In accordance with California Civil Code Section 2782, nothing in this Agreement shall require PCSI to indemnify Customer for losses caused by Customer's own negligence.
13. LIMITATION OF LIABILITY
a. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PCSI'S TOTAL LIABILITY FOR ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL CONTRACT PRICE PAID BY CUSTOMER TO PCSI FOR THE SPECIFIC PROJECT THAT GAVE RISE TO THE CLAIM.
b. No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR COST OF SUBSTITUTE CONSTRUCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Exclusions from Cap. Nothing in this Section limits liability arising from fraud, intentional misrepresentation, or willful misconduct.
14. SUSPENSION FOR NON-PAYMENT
If Customer fails to pay any undisputed invoice within fifteen (15) days after written notice of non-payment, PCSI may, without liability, suspend work on the Project until payment is received. PCSI's costs of demobilization and remobilization associated with any customer-caused suspension shall be compensable via Change Order.
15. TERMINATION
a. Termination for Convenience. Customer may terminate this Agreement at any time upon written notice to PCSI. Upon such termination, Customer shall pay PCSI for: (i) all work completed through the termination date at the Contract Price rate; (ii) materials ordered or purchased; (iii) reasonable demobilization costs; and (iv) a termination fee of fifteen percent (15%) of the remaining Contract Price balance.
b. Termination for Cause by PCSI. PCSI may terminate this Agreement if Customer fails to cure a material breach (including non-payment) within ten (10) business days of written notice. Upon such termination, PCSI shall be entitled to payment for all work completed and materials procured, plus recovery of actual damages.
c. Survival. Sections 8, 9, 12, 13, 19, 20, and 21 shall survive termination or expiration.
16. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic or public health emergency, war, civil unrest, government action or regulation, supply chain disruptions, labor disputes, or failure of third-party communication or utility networks. The affected party shall provide prompt written notice of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.
17. LIEN RIGHTS
PCSI and any subcontractor engaged by PCSI who is not paid for work performed or materials furnished may assert a claim against Customer or the owner of the Premises in accordance with applicable California mechanics' lien laws. If Customer does not own the Premises, Customer represents that the property owner has authorized the installation and servicing of the System under the terms of this Agreement.
18. SUBCONTRACTING AND ASSIGNMENT
a. PCSI's Right. PCSI may subcontract any portion of the Services to qualified third parties and may assign this Agreement without Customer's prior consent. PCSI shall remain responsible for the performance of its subcontractors. Upon a valid assignment, PCSI shall be relieved of obligations assumed in writing by the assignee.
b. Customer's Restriction. Customer may not assign or transfer this Agreement or any rights hereunder without PCSI's prior written consent, which shall not be unreasonably withheld. Any unauthorized assignment shall be void.
19. NON-SOLICITATION
During the term of this Agreement and for two (2) years following its termination or expiration, Customer shall not directly solicit, recruit, or hire any PCSI employee who was assigned to perform Services under this Agreement. In the event of a breach, PCSI shall be entitled to seek injunctive relief and, as liquidated damages (the parties acknowledging that actual damages are difficult to calculate), an amount equal to six (6) months of the applicable employee's most recent monthly base compensation.
20. DISPUTE RESOLUTION AND GOVERNING LAW
a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
b. Good Faith Negotiation. The parties agree to attempt to resolve any dispute through good-faith negotiation before initiating formal proceedings.
c. Binding Arbitration. Any dispute not resolved through negotiation shall be submitted to final and binding arbitration administered by Arbitration Services Inc. (www.ArbitrationServicesInc.com) under its Commercial Arbitration Rules, before a single arbitrator. No punitive damages may be awarded in arbitration.
d. Venue. All arbitration proceedings and any litigation between the parties shall be conducted in Orange County, California.
e. Attorneys' Fees. The prevailing party in any arbitration or litigation arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
f. Statute of Limitations. Any action by Customer against PCSI must be commenced within one (1) year of the accrual of the cause of action or shall be barred.
g. Jury Waiver. To the fullest extent permitted by applicable law, each party waives its right to a trial by jury in any action arising out of or relating to this Agreement.
21. GENERAL PROVISIONS
a. Entire Agreement. This Agreement, together with the applicable Proposal and any attached Scope of Work, constitutes the complete and exclusive agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings.
b. Amendments. No modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.
c. Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.
d. Waiver. Failure by either party to enforce any provision shall not constitute a waiver of that party's right to enforce such provision in the future.
e. Notices. All notices required under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email (with confirmation of receipt) to the addresses identified in the Proposal.
f. Additional Taxes. Customer shall pay all applicable sales, use, excise, and property taxes, as well as any government-mandated fees, arising from the performance of Services or supply of Equipment under this Agreement.
g. Third-Party Vendor Portals. Customer agrees to reimburse PCSI for all reasonable fees incurred by PCSI in connection with third-party vendor portal registrations, insurance certificate requests, W-9 submissions, and similar compliance requirements imposed by Customer.
h. Credit Card Surcharge. A service fee of 2.95% shall be added to all payments made by credit or debit card.
i. Licenses. Pyro-Comm Systems, Inc. is licensed by the California Bureau of Security and Investigative Services (ACO #5998) and the California Contractors State License Board (CSLB #612153).
PROPOSITION 65 WARNING: Equipment and packaging may contain components with chemicals known to the State of California to cause cancer, birth defects, or other reproductive harm.
These Terms and Conditions are available at www.pyrocomm.com/terms/construction. By approving any Proposal referencing these Terms, Customer confirms having had the opportunity to review them.
Pyro-Comm Systems, Inc. | 15215 Alton Parkway, Suite 100, Irvine, CA 92618 | (714) 902-8000 | www.pyrocomm.com