Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of these Terms and Conditions of Sale (the “Terms”), the following words and expressions shall have the meanings set forth below.

“Affiliate” means, with respect to a person or entity, any entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity.

“Applicable Law” means all applicable federal, state, provincial, local, national, international, or other laws, statutes, regulations, codes, ordinances, rules, orders, directives, and legally binding requirements applicable to the Goods, Services, Customer, project, shipment, installation, or transaction.

“Authority Having Jurisdiction” or “AHJ” means the governmental authority, fire official, building official, insurer, certification body, inspector, or other organization or individual having statutory, regulatory, contractual, or other authority to approve equipment, designs, installations, testing, or fire protection systems for a particular project or location.

“Business Day” means any day other than Saturday, Sunday, or a federal holiday observed in the Commonwealth of Massachusetts.

“Contract” means the binding agreement between Orbis and Customer for the sale of Goods and/or performance of Services, consisting of the applicable Order Acknowledgment, Quotation, these Terms, and any other document expressly incorporated by reference in accordance with these Terms.

“Customer” or “Buyer” means the individual, company, contractor, distributor, reseller, integrator, owner, purchaser, or other legal entity purchasing or contracting for Goods or Services from Orbis.

“Customer-Furnished Information” means all information supplied or approved by Customer or its representatives, including drawings, dimensions, room volumes, equipment layouts, hazard information, fire-water demand, flow and pressure requirements, electrical characteristics, environmental conditions, equipment specifications, site conditions, project requirements, regulatory requirements, and other technical or commercial information upon which Orbis may rely.

“Documentation” means any drawings, calculations, datasheets, manuals, submittals, pump curves, technical schedules, certificates, bills of material, test records, instructions, product literature, electronic files, or other documents supplied by Orbis in connection with the Goods or Services.

“Fire Pump Package” means any fire pump, jockey pump, driver, controller, skid, accessory, valve, fitting, fuel system component, electrical component, or related fire-water equipment supplied individually or as part of a packaged fire pump system.

“Goods” means all equipment, systems, components, materials, spare parts, extinguishing agents, cylinders, pumps, controllers, accessories, and other tangible products supplied or agreed to be supplied by Orbis.

“Incoterms” means the rules published by the International Chamber of Commerce known as Incoterms® 2020, as amended or superseded only where expressly stated in the applicable Contract.

“Manufacturer” means Orbis or any third-party manufacturer, assembler, fabricator, or supplier responsible for manufacturing or producing any Goods supplied under the Contract.

“Order Acknowledgment” means the written or electronic confirmation issued by Orbis accepting a Customer order and identifying the Goods, Services, pricing, commercial terms, or other conditions applicable to such order.

“Orbis” or “Seller” means the Orbis legal entity identified as the seller on the applicable Quotation or Order Acknowledgment, including where applicable Orbis Group Holdings LLC doing business as Orbis Fire.

“Pre-Engineered System” means an Orbis fire suppression system designed and configured for use within defined application, capacity, installation, and operating limitations established by Orbis technical documentation, including direct-release, indirect-release, cabinet-level, enclosure-level, or similar pre-engineered fire suppression systems.

“Professional Engineering Services” means engineering services that require performance, supervision, approval, or certification by a licensed professional engineer or other legally authorized design professional in the applicable jurisdiction.

“Project Information” means Customer-Furnished Information together with any other technical, regulatory, commercial, site-specific, or application-specific information provided to Orbis in connection with a project, Quotation, order, or system selection.

“Purchase Order” or “PO” means any purchase order, procurement document, electronic order, or other request issued by Customer seeking to purchase Goods or Services from Orbis.

“Quotation” means any proposal, estimate, quotation, bid, commercial offer, or similar document issued by Orbis describing proposed Goods, Services, pricing, assumptions, scope, exclusions, validity period, or other commercial or technical conditions.

“Services” means any non-product services supplied by Orbis, including, as applicable, technical support, product selection assistance, system configuration, calculations, documentation, drawings, submittals, training, inspection, commissioning assistance, project coordination, or other expressly agreed services.

“Specifications” means the technical requirements, performance criteria, descriptions, drawings, data, standards, approved submittals, or other requirements expressly identified in the Contract as applicable to the Goods or Services.

“Third-Party Equipment” means Goods manufactured, assembled, branded, or supplied principally by a manufacturer or supplier other than Orbis, including, where applicable, fire pumps, controllers, total flooding equipment, detection equipment, releasing equipment, cylinders, valves, and associated components.

“Total Flooding System” means a fire suppression system intended to discharge an extinguishing agent into an enclosed space or defined hazard volume to establish a specified extinguishing concentration, including clean-agent, carbon dioxide, inert-gas, or other gaseous suppression systems.

“Writing” or “Written” includes communications in paper or electronic form, including email, electronic purchase orders, electronic approvals, electronic signatures, and PDF documents, provided that the communication is capable of being retained and reproduced.

1.2 Rules of Interpretation

Unless the context expressly requires otherwise:

(a) words in the singular include the plural and vice versa;

(b) references to a person include individuals, corporations, limited liability companies, partnerships, governmental authorities, associations, and other legal entities;

(c) the words “including,” “includes,” and “include” mean “including without limitation” and shall not limit the generality of the preceding words;

(d) references to laws, regulations, codes, standards, or technical publications include amendments, revisions, successor provisions, and replacement standards applicable to the Contract, except where a specific edition or revision is expressly identified;

(e) headings and section titles are provided for convenience only and do not limit or affect the meaning or interpretation of these Terms;

(f) no provision shall be interpreted against either party solely because that party or its representative prepared or proposed the provision;

(g) where these Terms refer to approval, consent, acceptance, authorization, or agreement by Orbis, such approval, consent, acceptance, authorization, or agreement must be provided in Writing by an authorized representative of Orbis;

(h) references to a product, certification, listing, approval, code, or standard apply only to the specific product, component, configuration, or scope to which such reference expressly relates and shall not be construed as applying to an entire system or assembly unless expressly stated;

(i) where an obligation or requirement depends upon project-specific conditions, the applicable Quotation, Order Acknowledgment, Specifications, approved Documentation, and Project Information shall control the technical application of that requirement; and

(j) these Terms are intended for commercial transactions. No course of dealing, prior practice, industry custom, oral statement, marketing material, website content, or other communication shall modify the Contract unless expressly incorporated into the Contract in Writing by Orbis.

2. SCOPE, APPLICATION, AND ORDER OF PRECEDENCE

2.1 Application of These Terms

These Terms apply to all Quotations, orders, sales, deliveries, Goods, Services, Documentation, and other commercial transactions between Orbis and Customer unless Orbis expressly agrees otherwise in a Written document signed or issued by an authorized representative of Orbis.

These Terms apply whether Customer purchases directly from Orbis or places an order relating to a specific project, end user, contractor, owner, integrator, distributor, reseller, or other third party.

These Terms apply to all categories of Goods and Services supplied by Orbis, including, without limitation:

(a) Pre-Engineered Systems and related components;

(b) Total Flooding Systems and related detection, releasing, storage, distribution, and control equipment;

(c) carbon dioxide and other gaseous suppression systems;

(d) Fire Pump Packages and associated controllers, drivers, jockey pumps, accessories, and related equipment;

(e) Third-Party Equipment;

(f) extinguishing agents, cylinders, valves, detection devices, control equipment, accessories, spare parts, and replacement components; and

(g) technical support, system configuration, Documentation, training, commissioning assistance, project coordination, and other Services expressly agreed by Orbis.

2.2 Contract Documents

The Contract consists only of the documents expressly accepted or issued by Orbis in connection with the applicable transaction.

Unless otherwise expressly stated by Orbis in Writing, the Contract Documents may include:

(a) any Written amendment or change order issued or accepted by Orbis after formation of the Contract;

(b) the applicable Order Acknowledgment;

(c) any project-specific supplemental terms expressly incorporated by Orbis;

(d) the applicable Quotation, including its stated scope, assumptions, exclusions, qualifications, and commercial terms;

(e) approved project-specific Documentation, drawings, schedules, or submittals, but only with respect to the technical matters expressly addressed therein;

(f) these Terms; and

(g) the Customer’s Purchase Order solely to the extent necessary to identify accepted administrative or commercial information such as Customer name, billing address, shipping address, accepted quantities, project reference, or other information expressly accepted by Orbis.

No other document forms part of the Contract unless Orbis expressly incorporates it in Writing.

2.3 Order of Precedence

In the event of any inconsistency or conflict among the Contract Documents, the following order of precedence shall apply, from highest to lowest:

1. a Written amendment or change order expressly issued or accepted by Orbis after formation of the Contract;
2. the Order Acknowledgment;
3. project-specific supplemental terms expressly accepted by Orbis;
4. the Quotation;
5. approved project-specific technical Documentation, solely with respect to technical configuration and project-specific technical requirements;
6. these Terms; and
7. Customer’s Purchase Order, solely with respect to administrative or commercial information expressly accepted by Orbis.

A document of lower precedence shall not modify, expand, or override a document of higher precedence unless the higher-precedence document expressly states otherwise.

2.4 Rejection of Customer Terms

Any terms or conditions contained in or referenced by Customer’s Purchase Order, procurement portal, vendor registration system, request for quotation, bid package, subcontract, master purchase agreement, master service agreement, project specification, invoice instruction, acknowledgment, website, hyperlink, electronic platform, or other Customer-issued document are expressly rejected and shall not apply to the Contract unless individually and expressly accepted by Orbis in Writing.

Orbis’s acceptance or performance of an order shall not constitute acceptance of any Customer terms.

Any statement in a Customer document providing that Customer’s terms prevail, apply exclusively, or are deemed accepted through shipment, performance, acknowledgment, silence, access to a procurement portal, or other conduct is expressly rejected.

2.5 No Incorporation of Prime Contracts or Flow-Down Obligations

Orbis shall not be bound by any term, condition, obligation, warranty, indemnity, schedule requirement, liquidated damages provision, insurance requirement, specification, labor requirement, project agreement, owner requirement, prime contract, subcontract, collective bargaining obligation, or other flow-down provision applicable between Customer and any third party unless Orbis expressly accepts that specific obligation in Writing.

Customer is solely responsible for identifying, before issuance of the applicable Quotation, any project requirement that Customer requests Orbis to assume.

Delivery of project specifications, drawings, contracts, bid documents, or other materials to Orbis does not, by itself, incorporate every term contained in such documents into the Contract.

2.6 Technical Specifications and Project Requirements

Project specifications, drawings, schedules, equipment lists, standards, or similar documents furnished by Customer shall be binding upon Orbis only to the extent that:

(a) the applicable requirement is expressly identified in the Quotation, Order Acknowledgment, or other Contract Document;

(b) Orbis has expressly accepted responsibility for complying with such requirement; and

(c) such requirement is applicable to the specific Goods or Services within Orbis’s agreed scope.

A general reference in a Purchase Order to a project name, specification package, drawing set, owner standard, or other project documentation shall not incorporate all requirements contained within such documents into the Contract.

2.7 Manufacturer Documentation

Technical manuals, datasheets, installation instructions, certification documents, warranty statements, and similar materials issued by a Manufacturer may apply to specific Third-Party Equipment supplied under the Contract.

Such Manufacturer Documentation governs the technical operation, installation, maintenance, or manufacturer warranty of the applicable equipment only to the extent relevant to that equipment.

No commercial term contained in Manufacturer Documentation shall modify the Contract unless expressly incorporated by Orbis in Writing.

Where Third-Party Equipment is subject to a Manufacturer warranty, the allocation of warranty responsibility shall be governed by the warranty provisions of these Terms.

2.8 Subsequent Customer Communications

Customer acknowledgments, confirmations, emails, field instructions, meeting minutes, marked drawings, shipping instructions, or other communications issued after formation of the Contract shall not modify the Contract unless the modification is expressly accepted by Orbis in Writing.

Orbis may act upon routine administrative or technical communications without such conduct constituting acceptance of unrelated contractual terms contained in the same communication.

2.9 No Implied Expansion of Scope

Orbis shall be responsible only for the Goods, Services, and obligations expressly included within the Contract.

Any item, service, engineering activity, installation work, testing, permit, approval, accessory, material, labor, supervision, inspection, freight service, certification, or other requirement not expressly included shall be deemed excluded from Orbis’s scope.

The fact that an omitted item may be necessary for completion, operation, installation, approval, or use of the overall project does not, by itself, make that item part of Orbis’s contractual scope.

2.10 Mandatory Law

Nothing in these Terms is intended to exclude or restrict any right, obligation, or remedy that cannot lawfully be excluded or restricted under Applicable Law.

Where a mandatory provision of Applicable Law conflicts with these Terms, that mandatory provision shall apply only to the minimum extent required, and the remainder of the Contract shall remain fully enforceable.

3. QUOTATIONS, PURCHASE ORDERS, AND CONTRACT FORMATION

3.1 Quotations

Unless expressly identified as “Budgetary,” “Preliminary,” “For Planning Purposes Only,” or “Non-Binding,” a Quotation issued by Orbis constitutes an offer by Orbis to sell the Goods and/or Services identified therein solely upon the terms stated in the Quotation and these Terms during the stated validity period.

Acceptance of an Orbis Quotation is expressly limited to the terms of the Quotation and these Terms. Orbis objects in advance to any additional or different terms proposed by Customer.

A Quotation expressly identified as “Budgetary,” “Preliminary,” “For Planning Purposes Only,” or “Non-Binding” is provided for planning purposes only and does not constitute an offer capable of acceptance.

Unless otherwise stated in the Quotation, each Quotation remains subject to:
(a) the stated validity period;
(b) availability of Goods, components, and production capacity;
(c) credit approval;
(d) confirmation of applicable technical requirements;
(e) receipt of complete Project Information; and
(f) any other condition expressly stated in the Quotation.

Orbis may withdraw or revise an unaccepted Quotation at any time before Customer’s acceptance.

(a) subject to withdrawal or revision by Orbis at any time before acceptance of Customer’s order;

(b) based upon the Project Information and Customer-Furnished Information available to Orbis at the time the Quotation is prepared;

(c) subject to confirmation of technical requirements, quantities, specifications, availability, credit, shipping conditions, and other applicable commercial requirements; and

(d) valid only for the period expressly stated in the Quotation.

If no validity period is stated, the Quotation shall remain valid for thirty (30) calendar days from its issue date unless withdrawn earlier by Orbis.

3.2 Basis of Quotation

Pricing, lead times, equipment selection, quantities, system configurations, and other terms contained in a Quotation are based upon the information available to Orbis at the time the Quotation is issued.

Customer is responsible for reviewing the Quotation and confirming that all relevant project requirements have been accurately communicated to Orbis.

Orbis may revise a Quotation, price, lead time, system configuration, or scope if, after issuance of the Quotation:

(a) Customer changes or supplements the Project Information;

(b) dimensions, hazard conditions, required performance, quantities, electrical characteristics, flow requirements, pressure requirements, environmental conditions, shipping destination, listing requirements, or other project conditions change;

(c) information previously provided by Customer is found to be incomplete, inaccurate, inconsistent, or misleading;

(d) an AHJ, engineer, owner, consultant, insurer, contractor, or other project participant imposes additional requirements;

(e) a Manufacturer changes pricing, availability, design, certification, lead time, or other material conditions; or

(f) any other circumstance materially affects the cost, scope, technical suitability, or performance of the Goods or Services.

3.3 Customer Review of Quotation

Customer shall review the Quotation before issuing a Purchase Order and shall notify Orbis of any discrepancy, omission, conflicting requirement, or requested revision.

Customer may accept a binding Orbis Quotation by:

(a) signing and returning the Quotation or an accompanying acceptance document;
(b) providing Written unconditional acceptance of the Quotation;
(c) issuing a Purchase Order that expressly references the applicable Quotation and does not make acceptance expressly conditional upon additional or different Customer terms; or
(d) making a deposit or other payment where the Quotation expressly states that such payment constitutes acceptance.

Acceptance of a Quotation constitutes Customer’s agreement to the Quotation and these Terms.

Any additional or different term contained in or referenced by a Customer Purchase Order, procurement document, portal, acknowledgment, website, hyperlink, or other Customer communication is rejected and shall constitute only a proposal for modification unless expressly accepted by Orbis in Writing.

If Customer expressly conditions its acceptance upon Orbis’s agreement to additional or different Customer terms, such response shall not constitute acceptance of the Orbis Quotation and no Contract shall arise unless the conflicting terms are subsequently resolved in Writing.

3.4 Errors and Omissions

Orbis reserves the right to correct clerical, typographical, mathematical, transcription, pricing, quantity, specification, or other errors or omissions contained in any Quotation, Order Acknowledgment, invoice, Documentation, or other commercial document.

An obvious or inadvertent error shall not obligate Orbis to supply Goods or Services on terms that Orbis did not reasonably intend to offer.

If an error is identified before shipment or substantial performance, Orbis may issue a corrected Quotation, Order Acknowledgment, or invoice.

If the correction materially increases the price or materially changes the agreed scope, Customer may cancel the affected portion of the order before production or procurement of the affected Goods has commenced, unless the Goods are non-cancellable, custom, special-order, or already committed to a Manufacturer or supplier.

3.5 Purchase Orders

A Purchase Order issued in response to an Orbis Quotation is primarily an administrative ordering document used to identify the applicable transaction and Customer requirements.

Where a Purchase Order references an applicable Orbis Quotation and is consistent with that Quotation, the Purchase Order may constitute Customer’s acceptance of the Quotation in accordance with Section 3.3.

Unless expressly accepted by Orbis in Writing, Customer’s Purchase Order shall be incorporated into the Contract only for administrative and transaction-specific information expressly accepted by Orbis, including, as applicable:

(a) Customer legal name;
(b) billing address;
(c) shipping address;
(d) quotation reference;
(e) project reference;
(f) accepted Goods and quantities;
(g) requested delivery information;
(h) tax or exemption information; and
(i) other administrative information consistent with the applicable Quotation.

No legal, warranty, indemnity, liability, dispute-resolution, governing-law, insurance, intellectual-property, cancellation, delivery-damages, flow-down, or other contractual term contained in or incorporated by Customer’s Purchase Order shall modify the Quotation or these Terms unless Orbis expressly accepts that specific term in Writing.

Where Customer’s Purchase Order expressly conditions the transaction upon Customer’s own terms, such Purchase Order shall be treated as a proposed counteroffer and shall not become binding upon Orbis unless expressly accepted by Orbis in Writing.

3.6 Acceptance of Orders

Where Customer accepts an Orbis Quotation in accordance with Section 3.3 without conditioning acceptance upon additional or different terms, the resulting Contract shall consist of the applicable Quotation, these Terms, and the other Contract Documents identified in Section 2.

Orbis may issue an Order Acknowledgment confirming the accepted Goods, quantities, pricing, delivery information, project information, and other applicable requirements.

Where Customer submits a Purchase Order containing or incorporating additional, different, or conflicting terms, no such terms shall be accepted by Orbis merely by:

(a) commencing engineering, procurement, manufacturing, assembly, or production;
(b) shipping or delivering Goods;
(c) issuing an invoice;
(d) accepting payment;
(e) accessing or using a Customer procurement portal;
(f) providing Documentation or technical assistance;
(g) communicating regarding the project; or
(h) otherwise performing administrative or operational activities.

Any acceptance by Orbis of an additional or different Customer term must expressly identify the term being accepted and must be made in Writing by an authorized representative of Orbis.

Receipt of a Purchase Order, payment, deposit, technical information, project information, or other Customer communication shall not, by itself, constitute acceptance by Orbis of any Customer terms.

3.7 Conditional Acceptance

Orbis may accept an order subject to conditions including, without limitation:

(a) receipt of a required deposit;

(b) credit approval;

(c) approval of drawings or submittals;

(d) receipt of complete technical information;

(e) availability of Goods or materials;

(f) Manufacturer confirmation;

(g) resolution of technical discrepancies;

(h) export-control or sanctions review;

(i) acceptance of revised pricing or lead time; or

(j) satisfaction of any other condition stated by Orbis.

No obligation to commence engineering, procurement, manufacturing, assembly, or shipment arises until all applicable conditions precedent identified by Orbis have been satisfied or expressly waived.

3.8 Deposits and Initial Payments

Where a deposit or advance payment is required, Orbis shall have no obligation to commence procurement, manufacturing, assembly, engineering, reservation of production capacity, or other material performance until cleared funds have been received.

Unless otherwise stated in the Contract, payment of a deposit constitutes Customer’s authorization for Orbis to incur costs, place supplier orders, reserve equipment, commence production, and otherwise perform the order.

Deposits relating to custom, configured, special-order, factory-built, or Manufacturer-committed Goods may become non-refundable once Orbis has incurred costs or committed the order to production or procurement, subject to the cancellation provisions of these Terms.

3.9 Order Release Date

For purposes of calculating estimated lead time, an order shall be considered released only after Orbis has received, as applicable:

(a) an accepted Purchase Order;

(b) all required deposit or advance payment;

(c) all required technical and Project Information;

(d) approved drawings, submittals, or configurations;

(e) Customer confirmation of unresolved technical selections;

(f) any required end-user, destination, export, or compliance information; and

(g) any other prerequisite expressly identified by Orbis.

Any lead time stated before order release is preliminary and subject to adjustment.

3.10 Credit Approval

All orders are subject to credit approval by Orbis.

Orbis may require, at any time before shipment or completion of performance:

(a) full or partial advance payment;

(b) a deposit;

(c) revised payment terms;

(d) a letter of credit or other acceptable security; or

(e) other reasonable credit assurance.

If Orbis reasonably determines that Customer’s financial condition, payment history, creditworthiness, or ability to perform has materially deteriorated, Orbis may suspend performance until satisfactory assurance of payment is received.

3.11 No Reliance on Forecasts or Preliminary Discussions

Forecasts, budgetary pricing, preliminary selections, verbal discussions, conceptual layouts, informal emails, estimates, and preliminary technical recommendations are provided for planning purposes only unless expressly incorporated into the Contract.

Customer shall not rely upon such preliminary information as a final specification, guaranteed price, guaranteed lead time, or binding commitment by Orbis.

3.12 Electronic Orders and Communications

Purchase Orders, Quotations, Order Acknowledgments, approvals, revisions, and other contractual communications may be transmitted electronically.

Electronic transmission shall have the same effect as transmission in paper form, provided the communication is attributable to the sending party and capable of being retained and reproduced.

3.13 Commencement of Performance

Orbis may commence engineering, procurement, manufacturing, assembly, or other performance after acceptance of the order and satisfaction of applicable release requirements.

Once such performance has commenced, Customer’s rights to modify or cancel the order shall be subject to the change and cancellation provisions of these Terms.

3.14 Separate Orders

Unless expressly consolidated by Orbis in Writing, each Purchase Order, Order Acknowledgment, or separately accepted release shall constitute a separate Contract.

A dispute, delay, warranty claim, or payment issue relating to one order does not entitle Customer to withhold payment, reject delivery, or suspend performance under another order, except to the extent required by Applicable Law or expressly agreed by Orbis.

4. PRODUCT CATEGORIES AND ROLE OF ORBIS

4.1 General Role of Orbis

Orbis supplies fire protection equipment, systems, components, Documentation, and related Services in multiple commercial and technical capacities depending upon the applicable product and project.

Depending upon the Goods or Services identified in the Contract, Orbis may act as a manufacturer, assembler, system supplier, equipment distributor, system configurator, technical coordinator, or commercial supplier.

The specific role undertaken by Orbis for any transaction is limited to the scope expressly stated in the applicable Contract.

Nothing in the Contract shall be construed to make Orbis responsible for any service, obligation, professional discipline, or project function that Orbis has not expressly agreed in Writing to perform.

Without limiting the foregoing, unless expressly included in the Contract, Orbis does not assume responsibility as:

(a) Engineer of Record;

(b) architect;

(c) licensed professional engineer;

(d) fire protection engineer of record;

(e) installing contractor;

(f) electrical contractor;

(g) mechanical contractor;

(h) general contractor;

(i) commissioning authority;

(j) code consultant;

(k) permitting consultant;

(l) inspection authority;

(m) owner’s representative;

(n) water-supply designer;

(o) facility fire-protection designer; or

(p) Authority Having Jurisdiction.

Technical assistance provided by Orbis shall not, by itself, expand Orbis’s contractual role.

4.2 Product Categories

For purposes of allocating responsibilities under the Contract, Goods supplied by Orbis may generally fall within one or more of the following categories:

(a) Orbis Pre-Engineered Systems;

(b) Total Flooding Systems;

(c) carbon dioxide and other gaseous suppression systems;

(d) Fire Pump Packages;

(e) Third-Party Equipment;

(f) detection, releasing, alarm, control, monitoring, and notification equipment;

(g) extinguishing agents, cylinders, valves, piping accessories, nozzles, and replacement components; and

(h) custom or project-specific equipment.

The designation of Goods within a particular category does not imply that Orbis has accepted responsibility for the complete design, installation, approval, testing, commissioning, or performance of the overall facility or fire protection system.

4.3 Orbis Pre-Engineered Systems

Orbis Pre-Engineered Systems are intended to operate within defined application, design, installation, environmental, capacity, and operating limitations established in the applicable Orbis Documentation.

Orbis’s responsibility with respect to a Pre-Engineered System is limited to supplying Goods conforming in all material respects to the applicable Contract and to the applicable Orbis specifications in effect at the time of manufacture or assembly.

Customer acknowledges that successful operation of a Pre-Engineered System depends upon factors outside Orbis’s control, including, as applicable:

(a) accurate identification of the protected hazard;

(b) accurate enclosure dimensions and volume;

(c) enclosure integrity;

(d) ambient temperature;

(e) environmental conditions;

(f) correct system sizing;

(g) correct cylinder selection and agent quantity;

(h) detection tubing routing;

(i) nozzle quantity and placement;

(j) piping or discharge network configuration;

(k) proper mounting;

(l) proper electrical integration;

(m) proper installation and commissioning;

(n) absence of unauthorized modifications or substitutions;

(o) periodic inspection and maintenance; and

(p) continued compliance of the protected equipment or enclosure with the conditions upon which system selection was based.

Customer and its installer are responsible for verifying actual site conditions before installation and for installing the Pre-Engineered System in accordance with applicable Orbis Documentation, Applicable Law, and requirements of the AHJ.

A Pre-Engineered System shall not be modified, interconnected, expanded, reconfigured, recharged, or used outside its stated design limitations except in accordance with applicable Orbis Documentation or with Orbis’s Written authorization.

4.4 Certifications, Listings, and Approvals of Pre-Engineered Systems

Certifications, listings, marks, approvals, registrations, or regulatory designations shall apply only to the specific Goods, components, configurations, or assemblies expressly identified as carrying such certification, listing, mark, approval, registration, or designation.

The use within an Orbis system of a component that is UL Listed, FM Approved, CE marked, TPED approved, DOT compliant, or otherwise certified or approved does not mean that the complete Orbis system possesses the same listing, approval, certification, or designation unless Orbis expressly states so in the Contract.

Customer shall not advertise, represent, label, certify, resell, or describe any Orbis system as holding a listing, certification, or approval that Orbis has not expressly confirmed in Writing for the applicable system configuration.

4.5 Total Flooding Systems

Where Orbis supplies equipment for a Total Flooding System, Orbis may provide, depending upon the expressly agreed scope:

(a) equipment selection;

(b) extinguishing-agent quantity calculations;

(c) hydraulic or flow calculations;

(d) cylinder selection;

(e) nozzle selection;

(f) preliminary or final equipment layouts;

(g) bill of materials;

(h) technical submittals;

(i) detection and releasing equipment;

(j) control equipment;

(k) system Documentation; and

(l) commissioning or technical assistance.

The provision of any such item does not, unless expressly stated in the Contract, constitute assumption by Orbis of overall responsibility for the design of the building, protected space, fire alarm system, mechanical systems, ventilation systems, electrical systems, structural systems, evacuation procedures, life-safety systems, or other portions of the project.

Customer is responsible for ensuring that the information supplied to Orbis accurately reflects actual field conditions.

4.6 Conditions Affecting Total Flooding System Performance

Customer acknowledges that the design and performance of a Total Flooding System may depend upon factors including:

(a) actual room or enclosure volume;

(b) minimum and maximum anticipated temperature;

(c) hazard classification;

(d) fuel loading;

(e) required extinguishing concentration;

(f) altitude;

(g) enclosure leakage;

(h) doors, windows, penetrations, louvers, and other openings;

(i) ventilation systems;

(j) HVAC shutdown;

(k) dampers;

(l) pressure relief;

(m) agent retention or hold time;

(n) detection and releasing sequence;

(o) pipe routing;

(p) nozzle location;

(q) occupancy;

(r) evacuation requirements;

(s) integrity testing;

(t) electrical shutdowns and interlocks; and

(u) requirements imposed by the AHJ.

Orbis may rely upon Customer-Furnished Information concerning these conditions without independently verifying such information unless field verification is expressly included in the Contract.

Customer shall notify Orbis before manufacture, release, installation, or commissioning of any material change to the protected space, hazard, equipment, occupancy, ventilation, construction, dimensions, openings, or other condition relevant to the design.

Any design, calculation, or equipment selection prepared before such change may require revision, and Orbis may adjust the price, scope, and schedule accordingly.

4.7 No Guarantee of Enclosure Integrity

Unless expressly included as a Service, Orbis does not inspect, test, certify, or guarantee the integrity or gas retention characteristics of a room, enclosure, or protected space.

Where enclosure integrity testing, door-fan testing, hold-time verification, pressure-relief analysis, or similar testing is required, such testing shall be performed by Customer or a qualified third party unless expressly included in Orbis’s scope.

Orbis shall not be responsible for inadequate extinguishing-agent concentration or retention caused by leakage, open doors, unsealed penetrations, operating ventilation, structural deficiencies, field modifications, or other conditions outside Orbis’s agreed scope.

4.8 Carbon Dioxide and Other Life-Safety-Sensitive Systems

Customer acknowledges that carbon dioxide and certain other gaseous extinguishing systems may create atmospheres hazardous to personnel.

Unless expressly included in the Contract, Orbis is not responsible for developing or implementing:

(a) evacuation procedures;

(b) emergency response plans;

(c) confined-space procedures;

(d) lockout procedures;

(e) personnel training programs;

(f) warning signage programs;

(g) occupancy controls; or

(h) site-specific life-safety procedures.

Customer and the responsible design and installation professionals shall ensure compliance with all Applicable Law and applicable standards concerning personnel safety, alarms, time delays, warning devices, ventilation, evacuation, lockout, discharge testing, and re-entry.

No person shall intentionally discharge, test, service, or operate a carbon dioxide system contrary to applicable safety requirements or Manufacturer instructions.

4.9 Fire Pump Packages

Fire Pump Packages are supplied based upon the performance criteria, technical requirements, and Project Information furnished or approved by Customer.

Unless Professional Engineering Services are expressly included in the Contract, Orbis does not determine the fire-water demand or required fire pump capacity for the protected facility.

Customer, its Engineer of Record, fire protection engineer, or other qualified design professional is responsible for determining, as applicable:

(a) required system flow;

(b) required pressure;

(c) hydraulic demand;

(d) required pump duty point;

(e) water supply adequacy;

(f) suction pressure and conditions;

(g) pump type;

(h) number of pumps;

(i) redundancy requirements;

(j) applicable code criteria;

(k) required driver type;

(l) electrical service characteristics;

(m) fuel-system requirements;

(n) controller requirements;

(o) jockey pump requirements;

(p) required listing or approval status;

(q) required accessories; and

(r) all other facility-level design requirements.

Orbis may recommend or select equipment capable of meeting a stated duty point or other Customer-specified performance requirement. Such recommendation or selection means only that the selected equipment is intended to provide the stated performance under the applicable Manufacturer’s published conditions and does not constitute verification by Orbis that the stated performance requirement is sufficient for the facility.

4.10 Fire Pump Site Conditions and Interfaces

Customer is responsible for verifying that the actual installation conditions are compatible with the Fire Pump Package.

Such conditions include, as applicable:

(a) available suction pressure;

(b) water source;

(c) static and residual pressure;

(d) available net positive suction head;

(e) elevation;

(f) suction piping configuration;

(g) discharge piping configuration;

(h) foundation and anchorage;

(i) structural loading;

(j) room dimensions and access;

(k) ventilation;

(l) drainage;

(m) electrical voltage;

(n) electrical phase;

(o) electrical frequency;

(p) available electrical capacity;

(q) generator characteristics;

(r) fuel quality and fuel supply;

(s) ambient temperature;

(t) altitude;

(u) environmental exposure;

(v) piping strain;

(w) alignment;

(x) controller interfaces; and

(y) applicable testing conditions.

Orbis shall not be responsible for equipment failure, reduced performance, cavitation, vibration, overheating, electrical damage, mechanical damage, inability to achieve rated performance, or other problems caused by actual site conditions differing from the information supplied to Orbis or from the Manufacturer’s published operating requirements.

4.11 Third-Party Equipment

Certain Goods supplied by Orbis may constitute Third-Party Equipment.

For Third-Party Equipment, Orbis’s role may be limited to procurement, commercial supply, system coordination, Documentation coordination, equipment selection assistance, and related Services expressly identified in the Contract.

Unless expressly stated otherwise, Orbis does not represent that it manufactured Third-Party Equipment merely because such Goods are sold, supplied, invoiced, coordinated, private-labeled, packaged, documented, or otherwise furnished through Orbis.

Third-Party Equipment may be subject to the applicable Manufacturer’s:

(a) technical specifications;

(b) dimensional tolerances;

(c) design revisions;

(d) installation requirements;

(e) testing requirements;

(f) operating limitations;

(g) maintenance requirements;

(h) warranty procedures; and

(i) certification or listing conditions.

To the extent permitted by the Contract and Applicable Law, Customer shall comply with such Manufacturer requirements.

4.12 Manufacturer Changes

Orbis may rely upon information supplied by third-party Manufacturers concerning specifications, dimensions, performance, certifications, availability, and lead times.

Orbis shall use commercially reasonable efforts to communicate material Manufacturer changes of which Orbis becomes aware that affect an accepted order.

Unless otherwise expressly agreed, Orbis shall not be liable for a third-party Manufacturer’s discontinuation, redesign, certification change, factory delay, component substitution, or other action outside Orbis’s reasonable control, provided that Orbis shall not use this provision to avoid responsibility for Orbis’s own breach, negligence, or unauthorized deviation from the Contract.

Where a Manufacturer makes a material change before delivery, Orbis may propose equivalent equipment, revised pricing, revised delivery, or other commercially reasonable adjustment.

4.13 Technical Assistance Does Not Transfer Customer Responsibility

Orbis may provide recommendations, calculations, comments, reviews, markups, layouts, product-selection assistance, technical correspondence, or other support to facilitate Customer’s project.

Unless expressly included as Professional Engineering Services, such support:

(a) does not relieve Customer or its design professionals of responsibility for the overall project design;

(b) does not constitute independent verification of Customer-Furnished Information;

(c) does not constitute field verification;

(d) does not constitute approval of the complete installation;

(e) does not constitute certification of compliance with all Applicable Law;

(f) does not make Orbis responsible for work performed by installers, contractors, engineers, integrators, or other third parties; and

(g) does not constitute a guarantee that an AHJ will approve the project.

Customer remains responsible for obtaining all design review, professional engineering approval, permitting, inspection, and AHJ approval required for the project unless a specific obligation is expressly assigned to Orbis in the Contract.

4.14 Customer and Installer Responsibility

Customer shall ensure that all Goods are installed, tested, commissioned, operated, inspected, maintained, serviced, and, where applicable, recharged by personnel having the qualifications, licenses, training, and competency required by Applicable Law, the AHJ, the Contract, Orbis Documentation, and applicable Manufacturer instructions.

Orbis shall not be responsible for acts or omissions of independent installers, distributors, contractors, engineers, service companies, freight carriers, inspectors, commissioning providers, or other third parties that are not employees or agents of Orbis.

Any installation assistance, training, technical communication, or field support provided by Orbis shall not transfer responsibility for workmanship from the person or entity performing the work to Orbis.

4.15 Site Verification

Unless expressly included in the Contract, Orbis is not responsible for visiting, surveying, measuring, inspecting, or verifying the project site.

Customer is responsible for comparing the Goods, Documentation, drawings, dimensions, and system configuration against actual field conditions before installation.

If any discrepancy exists, Customer shall suspend the affected installation activity and notify Orbis before proceeding.

Installation or modification of Goods despite a known or reasonably apparent discrepancy may limit Customer’s remedies to the extent the resulting loss or damage was caused or increased by Customer’s decision to proceed.

4.16 Permits, Approvals, and AHJ Acceptance

Unless expressly included in the Contract, Customer is responsible for obtaining all permits, licenses, approvals, inspections, professional seals, and AHJ acceptance required for installation or operation of the Goods.

References by Orbis to Applicable Law, NFPA standards, UL, FM, CE, TPED, DOT, ISO, EN standards, or other codes, listings, approvals, or certifications are not a guarantee that a specific project or installation will be accepted by an AHJ.

AHJ interpretation and enforcement may vary by jurisdiction and project.

A requirement imposed by an AHJ after the Contract has been formed that changes the agreed scope, Goods, Documentation, testing, certification, or Services shall constitute a change to the Contract and may result in additional charges and revised lead time.

4.17 Customer Changes to Protected Equipment or Facility

Customer shall not rely upon an original Orbis selection, calculation, layout, or configuration after materially modifying the protected equipment, hazard, room, enclosure, piping system, electrical supply, water supply, process, occupancy, or other design condition upon which the original selection was based.

Orbis has no continuing duty to monitor Customer’s facility or determine whether conditions have changed after delivery, installation, or commissioning.

Customer is responsible for requesting reevaluation whenever material changes occur.

4.18 No Assumption of Overall Project Responsibility

Supply of fire protection equipment by Orbis does not mean that Orbis assumes responsibility for the overall fire safety of Customer’s facility, process, building, equipment, personnel, or property.

Responsibility for fire safety is distributed among the owner, design professionals, installing contractors, inspection and maintenance providers, facility personnel, AHJ, and other responsible parties according to their respective roles.

Orbis’s obligations are limited to those expressly undertaken in the Contract.

4.19 No Expansion Through Participation in Project Communications

Participation by Orbis in project meetings, technical calls, email chains, submittal reviews, coordination meetings, site discussions, drawing reviews, or communications with owners, engineers, contractors, consultants, Manufacturers, or AHJs shall not expand Orbis’s contractual scope or create additional duties unless Orbis expressly accepts such duties in Writing.

4.20 Allocation of Responsibility Controls

The allocation of responsibilities stated in this Section is a material basis of Orbis’s pricing and willingness to enter into the Contract.

Customer acknowledges that Orbis’s prices do not include assumption of professional, installation, regulatory, site-design, or project-wide responsibilities except where those responsibilities are expressly included in the Contract.

No broader responsibility shall be implied from Orbis’s knowledge, expertise, advice, participation, Documentation, or supply of equipment.

5. CUSTOMER INFORMATION, PROJECT INPUTS, AND DESIGN RESPONSIBILITIES

5.1 Customer Responsibility for Project Information

Customer is responsible for providing Orbis with complete, accurate, current, and sufficiently detailed Project Information necessary for Orbis to prepare Quotations, select or configure equipment, prepare Documentation, perform calculations, coordinate technical requirements, and fulfill the Contract.

Customer shall disclose all information reasonably material to the selection, configuration, operation, installation, safety, regulatory compliance, or performance of the Goods or Services.

Orbis may rely upon Customer-Furnished Information without independently verifying its accuracy, completeness, or suitability unless independent verification is expressly included in the Contract.

5.2 Information Considered Customer-Furnished

Customer-Furnished Information includes information provided to Orbis by or on behalf of Customer, including information originating from:

(a) Customer employees;

(b) Customer’s engineers;

(c) architects;

(d) fire protection consultants;

(e) general contractors;

(f) installing contractors;

(g) owners;

(h) end users;

(i) equipment manufacturers;

(j) project consultants;

(k) insurers;

(l) procurement personnel; or

(m) other representatives or project participants acting for Customer or transmitting information through Customer.

Orbis may treat information provided by such persons as authorized Customer-Furnished Information unless Customer expressly advises Orbis otherwise in Writing.

5.3 Required Technical Information

Depending upon the applicable Goods or Services, Customer shall provide all relevant technical information, including, as applicable:

(a) protected enclosure or room dimensions;

(b) gross and net protected volume;

(c) ceiling heights;

(d) raised-floor or ceiling void dimensions;

(e) hazard classification;

(f) combustible materials and fuel loading;

(g) protected equipment type;

(h) occupancy;

(i) minimum and maximum ambient temperature;

(j) altitude;

(k) ventilation conditions;

(l) doors, openings, louvers, cable penetrations, and other leakage paths;

(m) HVAC configuration and shutdown requirements;

(n) process conditions;

(o) electrical voltage;

(p) electrical phase;

(q) electrical frequency;

(r) available electrical capacity;

(s) control voltage;

(t) equipment interface requirements;

(u) water supply information;

(v) static water pressure;

(w) residual water pressure;

(x) available flow;

(y) required pump flow;

(z) required pump pressure;

(aa) pump suction conditions;

(bb) required pump arrangement;

(cc) driver requirements;

(dd) fuel requirements;

(ee) controller requirements;

(ff) listing and approval requirements;

(gg) project location;

(hh) Applicable Law and locally imposed requirements known to Customer;

(ii) applicable project specifications;

(jj) required materials of construction;

(kk) corrosive, hazardous, marine, outdoor, seismic, high-temperature, low-temperature, or other unusual environmental conditions; and

(ll) any other condition reasonably relevant to the Goods or Services.

5.4 Customer Responsibility for Accuracy

Customer is responsible for the accuracy and completeness of Customer-Furnished Information even where Orbis assists Customer in organizing, interpreting, reviewing, or applying such information.

Orbis’s review of Customer-Furnished Information does not constitute independent verification of that information.

The absence of an objection, question, or comment by Orbis does not constitute confirmation that Customer-Furnished Information is complete, accurate, or sufficient for the overall project.

5.5 Right to Rely

Orbis may rely upon Customer-Furnished Information in preparing:

(a) Quotations;

(b) equipment selections;

(c) bills of material;

(d) system configurations;

(e) agent quantities;

(f) nozzle selections;

(g) piping layouts;

(h) hydraulic or flow calculations;

(i) pump selections;

(j) pump curves;

(k) electrical configurations;

(l) Documentation;

(m) project submittals;

(n) shipping arrangements; and

(o) other technical or commercial deliverables.

To the extent that a defect, deficiency, delay, redesign, failure to perform, inability to obtain approval, additional cost, or other adverse consequence results from inaccurate, incomplete, outdated, or misleading Customer-Furnished Information, Orbis shall not be responsible for such consequence except to the extent caused by Orbis’s own failure to perform an obligation expressly assumed under the Contract.

5.6 No Duty to Discover Errors

Unless expressly contracted to perform an independent design review, survey, or verification service, Orbis has no duty to discover errors, omissions, conflicts, inconsistencies, or deficiencies in Customer-Furnished Information.

If Orbis becomes aware of an apparent material discrepancy, Orbis may notify Customer and suspend the affected work pending clarification.

Orbis’s identification of one discrepancy does not create a duty to identify all other discrepancies.

5.7 Conflicting Information

Where Customer provides conflicting dimensions, specifications, drawings, duty points, equipment schedules, voltages, quantities, standards, or other Project Information, Orbis may request clarification before proceeding.

If Customer instructs Orbis to proceed using a particular value, drawing, specification, assumption, or interpretation, Orbis may rely on that instruction.

Any resulting revision, rework, replacement, delay, or additional cost arising from Customer’s conflicting or subsequently revised information shall be treated as a Customer-requested change to the extent attributable to such information.

5.8 Field Verification

Customer and its installing contractor are responsible for verifying actual field conditions before installation, fabrication dependent upon field dimensions, or irreversible modification of the Goods.

Customer shall verify, as applicable:

(a) dimensions;

(b) clearances;

(c) access;

(d) mounting surfaces;

(e) structural support;

(f) piping routes;

(g) cable routes;

(h) nozzle locations;

(i) cylinder locations;

(j) pump room dimensions;

(k) suction and discharge connections;

(l) flange orientation;

(m) electrical supply;

(n) foundation details;

(o) equipment access and removal paths; and

(p) all other relevant physical interfaces.

Dimensions shown in preliminary or project Documentation shall not replace field verification unless Orbis expressly states that the dimensions have been independently field-verified by Orbis.

5.9 Duty to Report Discrepancies Before Installation

Customer shall promptly notify Orbis of any discrepancy between:

(a) actual field conditions;

(b) approved Documentation;

(c) Customer-Furnished Information;

(d) Specifications; and

(e) the Goods supplied.

Customer shall not knowingly proceed with installation, modification, energization, charging, pressurization, or commissioning where a material discrepancy exists that may affect safety, fit, performance, compliance, or system operation.

If Customer proceeds despite such discrepancy without obtaining Written direction from Orbis, Orbis shall not be responsible for resulting costs, damage, rework, or system performance issues to the extent caused or aggravated by Customer’s decision to proceed.

5.10 Changes in Project Conditions

Customer shall promptly notify Orbis of any material change to Project Information occurring after issuance of a Quotation or formation of the Contract.

Material changes include, without limitation:

(a) changes in enclosure dimensions or volume;

(b) changes in room configuration;

(c) new penetrations or openings;

(d) changes in ventilation;

(e) changes in occupancy;

(f) changes in hazard or fuel loading;

(g) changes in protected equipment;

(h) changes in operating temperature;

(i) changes in altitude;

(j) changes in pump duty point;

(k) changes in water supply;

(l) changes in voltage, frequency, or phase;

(m) changes in controller requirements;

(n) changes in project location;

(o) changes in Applicable Law or AHJ requirements;

(p) changes in listing or certification requirements;

(q) changes in quantities; or

(r) changes in installation conditions.

Orbis may suspend affected work until the impact of the change has been evaluated.

Any resulting redesign, recalculation, reconfiguration, material change, procurement change, rework, resubmittal, additional Documentation, replacement equipment, or schedule impact may result in additional charges and revised delivery dates.

5.11 Customer Design Responsibility

Unless Professional Engineering Services are expressly included in the Contract, Customer remains responsible for the overall engineering and design of the facility, fire protection system, process, building, water supply, electrical infrastructure, mechanical systems, structural systems, and all interfaces with the Goods.

Orbis’s supply of equipment or technical assistance does not transfer such responsibility to Orbis.

5.12 Responsibility of Design Professionals

Where Applicable Law, project specifications, the AHJ, or industry practice requires review, design, certification, sealing, or approval by a licensed engineer or other qualified professional, Customer is responsible for obtaining such review, design, certification, sealing, or approval unless expressly included in Orbis’s scope.

Orbis Documentation shall not be represented as professionally sealed engineering documentation unless it has actually been prepared or approved by an appropriately licensed professional and expressly identified as such.

5.13 Fire Pump Design Inputs

For Fire Pump Packages, Customer is specifically responsible for determining or obtaining from the responsible design professional the required:

(a) rated flow;

(b) rated pressure;

(c) churn or shutoff criteria where applicable;

(d) required pump type;

(e) water supply characteristics;

(f) suction conditions;

(g) system hydraulic demand;

(h) number of pumps;

(i) redundancy;

(j) driver type;

(k) horsepower requirements where determined by project design;

(l) electrical voltage;

(m) electrical frequency;

(n) electrical phase;

(o) available electrical service;

(p) controller configuration;

(q) jockey pump requirements;

(r) fuel requirements;

(s) local alarm or monitoring interfaces; and

(t) listing or approval requirements.

Where Customer supplies a duty point, Orbis is entitled to treat that duty point as an approved design requirement.

Selection by Orbis of a pump whose published performance curve satisfies the Customer-specified duty point does not mean that Orbis independently calculated or verified the hydraulic demand of the protected facility.

5.14 Water Supply Information

Customer is responsible for the accuracy and adequacy of water-supply information furnished for Fire Pump Packages.

Unless expressly included in the Contract, Orbis does not perform hydrant flow testing, water-supply testing, underground piping analysis, suction-system design, hydraulic analysis of the protected facility, or verification of municipal or private water-source capacity.

Orbis shall not be responsible for pump or system performance deficiencies resulting from inadequate or materially different water supply, suction conditions, water level, piping arrangement, or other hydraulic conditions not accurately disclosed to Orbis.

5.15 Total Flooding Design Inputs

For Total Flooding Systems, Customer is responsible for identifying or providing accurate information concerning:

(a) protected volume;

(b) hazard classification;

(c) fuel or material hazards;

(d) minimum and maximum temperature;

(e) occupancy;

(f) room openings;

(g) leakage;

(h) ventilation;

(i) HVAC shutdown;

(j) pressure-relief provisions;

(k) required hold time;

(l) ceiling and floor voids;

(m) altitude;

(n) equipment layout;

(o) detection requirements;

(p) releasing requirements;

(q) alarm requirements;

(r) evacuation requirements;

(s) interface requirements;

(t) shutdowns and interlocks; and

(u) applicable AHJ or project requirements.

Any agent quantity, nozzle arrangement, pipe network, or system configuration developed from such information remains dependent upon the continuing accuracy of those design conditions.

5.16 Pre-Engineered System Inputs

For Pre-Engineered Systems, Customer is responsible for confirming that the intended application falls within the applicable Orbis design and application limitations.

Without limitation, Customer shall confirm:

(a) enclosure size and volume;

(b) expected temperature range;

(c) hazard type;

(d) cylinder capacity;

(e) agent compatibility;

(f) tubing route;

(g) nozzle arrangement, where applicable;

(h) mounting orientation;

(i) environmental compatibility;

(j) electrical interface requirements, where applicable; and

(k) any condition that could interfere with detection or discharge.

Customer shall not extrapolate published application limits, protected volumes, tube lengths, nozzle coverage, pressures, temperatures, or other technical parameters beyond the limits stated in applicable Orbis Documentation.

5.17 Hazard Identification

Customer is responsible for accurately identifying the materials, processes, equipment, fuels, and hazards requiring protection.

Unless expressly included in the Contract, Orbis does not undertake a comprehensive fire-hazard analysis of Customer’s facility.

Customer shall disclose unusual or special hazards, including, as applicable:

(a) combustible metals;

(b) reactive chemicals;

(c) oxidizers;

(d) energetic materials;

(e) self-reactive materials;

(f) deep-seated combustible hazards;

(g) lithium-ion battery hazards;

(h) flammable gases;

(i) flammable liquids;

(j) high-temperature processes;

(k) explosive atmospheres; and

(l) any material capable of creating unusual combustion, decomposition, or suppression conditions.

Orbis may decline to supply equipment for an application that Orbis determines is outside the intended use or documented limitations of the applicable Goods.

5.18 Regulatory and Project Requirements

Customer is responsible for informing Orbis before order acceptance of any unusual or project-specific requirement concerning:

(a) UL listing;

(b) FM approval;

(c) CE marking;

(d) TPED approval;

(e) DOT compliance;

(f) seismic certification;

(g) marine classification;

(h) country-specific certification;

(i) material traceability;

(j) witness testing;

(k) factory acceptance testing;

(l) inspection requirements;

(m) special paint or coating;

(n) documentation format;

(o) professional engineering seal;

(p) localization or translation;

(q) origin restrictions;

(r) domestic-content requirements;

(s) cybersecurity requirements;

(t) owner standards;

(u) project-specific specifications; or

(v) any other requirement beyond Orbis’s standard scope.

Requirements not disclosed before quotation or order acceptance may require additional pricing, lead time, or technical changes and shall not be considered included merely because they appear elsewhere in Customer’s project documentation.

5.19 Customer Approval of Drawings and Submittals

Where Orbis submits drawings, equipment schedules, technical submittals, calculations, or other Documentation for Customer approval, Customer’s approval constitutes confirmation, to the extent reasonably apparent from the Documentation, of:

(a) dimensions;

(b) quantities;

(c) equipment arrangement;

(d) connection locations;

(e) voltage;

(f) frequency;

(g) phase;

(h) materials;

(i) equipment selections;

(j) design inputs shown;

(k) project-specific interfaces; and

(l) other Customer-controlled information identified in the Documentation.

Customer approval does not transfer to Customer responsibility for errors solely created by Orbis in performing an obligation expressly assumed by Orbis, but Customer remains responsible for information and conditions within Customer’s knowledge or control.

5.20 Failure to Timely Review

If Customer delays review, approval, clarification, or provision of required Project Information, Orbis may extend the applicable schedule by at least the period of Customer delay together with any resulting manufacturing, procurement, supplier, or scheduling impact.

Orbis shall not be liable for delay arising from Customer’s failure to timely provide required information or approvals.

5.21 No Continuing Monitoring Obligation

After delivery, installation, commissioning, or completion of the applicable Services, Orbis has no obligation to monitor:

(a) changes to the protected hazard;

(b) changes to building configuration;

(c) changes to water supply;

(d) changes to electrical service;

(e) changes to occupancy;

(f) deterioration of equipment;

(g) maintenance practices;

(h) regulatory changes affecting Customer’s facility; or

(i) continued suitability of the original system design,

unless Orbis has expressly agreed in Writing to provide ongoing monitoring, maintenance, inspection, or engineering Services.

5.22 Consequences of Customer-Furnished Errors or Changes

Where inaccurate, incomplete, conflicting, outdated, or changed Customer-Furnished Information results in additional engineering, procurement, manufacturing, testing, freight, storage, field work, replacement equipment, supplier charges, cancellation charges, or other costs, Customer shall be responsible for such reasonable additional costs to the extent caused by the Customer-Furnished Information or Customer-directed change.

Any resulting schedule impact shall constitute an excusable extension of Orbis’s delivery or performance schedule.

5.23 Material Basis of the Contract

Customer acknowledges that Orbis’s ability to properly quote, configure, supply, and support the Goods depends upon accurate and timely Project Information.

Orbis’s right to rely upon Customer-Furnished Information and the allocation of design responsibility established in this Section are material elements of the Contract and are reflected in Orbis’s pricing.

6. ENGINEERING, TECHNICAL ASSISTANCE, DOCUMENTATION, SUBMITTALS, AND REGULATORY APPROVAL

6.1 Scope of Technical Services

Orbis may provide technical assistance, equipment selection, system configuration, calculations, layouts, drawings, schedules, submittals, manuals, datasheets, bills of material, product information, commissioning assistance, training, or other technical Services in connection with the Goods.

The nature and extent of such Services shall be limited to the scope expressly identified in the Contract.

Unless expressly stated otherwise in the Contract, technical assistance provided by Orbis is intended to support selection, configuration, installation, coordination, or use of the Goods and does not constitute comprehensive professional engineering of the Customer’s project, facility, building, or complete fire protection system.

6.2 Professional Engineering Services

Professional Engineering Services are included only where expressly identified in the Contract.

The preparation or provision by Orbis of a calculation, equipment selection, system layout, drawing, technical submittal, pump curve, bill of material, agent quantity, nozzle arrangement, or similar technical deliverable does not, by itself, constitute Professional Engineering Services.

Where Professional Engineering Services are required by Applicable Law, project specifications, or the AHJ but are not expressly included in Orbis’s scope, Customer shall retain an appropriately licensed design professional to review, approve, modify, certify, or seal the applicable design.

6.3 No Engineer-of-Record Relationship

Unless expressly stated in a Written agreement signed by Orbis, Orbis does not act as the Engineer of Record for any project.

Orbis’s review of drawings, specifications, calculations, equipment schedules, or other information prepared by Customer or third parties does not:

(a) constitute approval of the overall project design;

(b) transfer design responsibility to Orbis;

(c) constitute verification of compliance with every applicable code, standard, specification, or project requirement;

(d) relieve Customer, its Engineer of Record, installing contractor, or other design professional of their respective responsibilities; or

(e) create a professional duty extending beyond the specific scope expressly undertaken by Orbis.

6.4 Technical Recommendations

Any recommendation made by Orbis concerning equipment selection, system arrangement, system capacity, agent quantity, nozzle placement, component selection, pump model, control configuration, or other technical matter is based upon the Project Information available to Orbis at the time.

Such recommendation shall be evaluated in conjunction with:

(a) actual field conditions;

(b) applicable Orbis or Manufacturer Documentation;

(c) Applicable Law;

(d) applicable codes and standards;

(e) project specifications;

(f) AHJ requirements; and

(g) review by the responsible design professional where required.

Customer shall not use a preliminary recommendation as a substitute for final project design or field verification.

6.5 Preliminary and Conceptual Documentation

Documentation designated or reasonably understood to be:

(a) preliminary;

(b) conceptual;

(c) budgetary;

(d) for quotation purposes;

(e) for coordination;

(f) for review;

(g) not for construction; or

(h) otherwise incomplete,

shall not be used for final fabrication, installation, construction, permitting, commissioning, or other irreversible work.

Customer assumes responsibility for unauthorized reliance upon preliminary or incomplete Documentation.

6.6 Approved or Final Documentation

Documentation identified by Orbis as final, approved, released, or otherwise suitable for the intended purpose may be used only:

(a) for the specific project for which it was prepared;

(b) for the Goods and configuration identified therein;

(c) subject to the design assumptions and Project Information upon which it was based; and

(d) within the applicable design, installation, and operating limitations of the Goods.

Final Documentation shall not be reused, copied to another project, extrapolated to another system, or applied to materially different conditions without appropriate review.

6.7 Customer Review and Approval

Where Documentation is submitted to Customer for review or approval, Customer shall review such Documentation for compatibility with Customer-controlled and project-specific requirements.

Customer’s review shall include, as applicable:

(a) project dimensions;

(b) room or enclosure volume;

(c) equipment locations;

(d) connection points;

(e) quantities;

(f) voltage;

(g) frequency;

(h) phase;

(i) control voltage;

(j) pump duty point;

(k) materials;

(l) orientation;

(m) access and clearance;

(n) project interfaces;

(o) owner requirements;

(p) project specifications; and

(q) other information within Customer’s knowledge or control.

Approval by Customer authorizes Orbis to proceed on the basis of the approved Documentation.

6.8 Customer Approval Does Not Excuse Orbis Errors

Customer approval of Documentation shall not relieve Orbis of responsibility for a material error created solely by Orbis in performing an obligation expressly undertaken by Orbis under the Contract.

However, Customer remains responsible for errors, omissions, discrepancies, or conditions arising from Customer-Furnished Information or matters Customer was expressly required to review.

Where both parties contribute to an error or failure, responsibility shall be allocated according to the extent each party’s acts or omissions caused the resulting loss, subject to the limitations and exclusions contained in the Contract.

6.9 Submittal Review by Third Parties

Review, approval, stamping, notation, or acceptance of Orbis Documentation by an owner, engineer, consultant, contractor, insurer, AHJ, or other third party does not expand Orbis’s scope or create obligations beyond those contained in the Contract.

Comments or revisions requested by third parties after Contract formation may constitute a change in scope.

Orbis may charge for additional engineering, recalculation, redraws, resubmittals, equipment changes, or other work required as a result of such comments where the requirement was not included in the original Contract.

6.10 Revisions

The Contract includes only those Documentation revisions expressly stated in the Quotation or otherwise agreed in Writing.

Orbis may charge additional fees and revise the schedule for revisions resulting from:

(a) Customer changes;

(b) revised Project Information;

(c) field-condition changes;

(d) third-party review comments;

(e) AHJ comments;

(f) owner or consultant preferences;

(g) specification changes;

(h) late identification of project requirements;

(i) changes in applicable codes or standards after the applicable design basis has been established; or

(j) corrections required because of inaccurate Customer-Furnished Information.

Orbis shall not charge Customer solely to correct a material error in Documentation caused exclusively by Orbis.

6.11 Documentation Turnaround

Any stated submittal, drawing, calculation, or Documentation turnaround time is an estimate unless expressly identified as guaranteed.

The Documentation schedule may be extended by:

(a) incomplete Project Information;

(b) delayed Customer responses;

(c) unresolved technical issues;

(d) Customer changes;

(e) Manufacturer delays;

(f) third-party review requirements;

(g) unusual documentation requirements;

(h) regulatory review; or

(i) other circumstances outside Orbis’s reasonable control.

Orbis shall not be responsible for project delay caused by Customer’s failure to timely review or approve Documentation.

6.12 Calculations

Where Orbis performs agent calculations, hydraulic calculations, flow calculations, system sizing calculations, or other technical calculations, such calculations are based upon:

(a) the information supplied to Orbis;

(b) the applicable calculation methodology;

(c) the technical characteristics of the selected equipment;

(d) the applicable stated design assumptions; and

(e) the applicable edition of the code, standard, or Manufacturer criteria identified in the Documentation.

Calculations are valid only for the conditions upon which they were based.

Any material change to those conditions may invalidate the calculation and require reevaluation.

6.13 Total Flooding Calculations

Where Orbis prepares a Total Flooding System calculation, the calculation may include, as applicable:

(a) protected volume;

(b) design concentration;

(c) safety factor;

(d) agent quantity;

(e) temperature correction;

(f) altitude correction;

(g) cylinder quantity;

(h) nozzle flow;

(i) pipe network configuration; and

(j) discharge characteristics.

Such calculation does not constitute verification that the physical enclosure will retain the required concentration for the required duration unless enclosure-integrity analysis or testing is expressly included in Orbis’s scope.

Customer remains responsible for ensuring that actual enclosure construction and field conditions correspond with the design information supplied to Orbis.

6.14 Fire Pump Selection and Curves

Where Orbis provides a fire pump selection or Manufacturer pump curve, such selection is based upon the required duty point and other design criteria supplied or approved by Customer.

Pump curves and performance information represent performance under the conditions established by the applicable Manufacturer and testing standard.

Actual installed performance may be affected by:

(a) suction conditions;

(b) piping configuration;

(c) elevation;

(d) water supply;

(e) driver performance;

(f) electrical characteristics;

(g) mechanical installation;

(h) alignment;

(i) field conditions; and

(j) other factors outside Orbis’s control.

Orbis does not warrant that a Customer-specified duty point is sufficient for the protected facility unless Orbis has expressly contracted to perform the applicable facility hydraulic design.

6.15 Pre-Engineered System Documentation

Documentation for Pre-Engineered Systems may establish application limitations including:

(a) maximum protected volume;

(b) minimum or maximum enclosure dimensions;

(c) temperature range;

(d) agent quantity;

(e) cylinder size;

(f) tubing length;

(g) tubing spacing;

(h) bend radius;

(i) nozzle quantity;

(j) nozzle coverage;

(k) mounting requirements;

(l) pressure requirements; and

(m) other installation or operating limitations.

Customer and the installer shall comply with the applicable limitations.

Values stated in Documentation shall not be extrapolated beyond their stated range without Written approval from Orbis.

6.16 Shop Drawings and Installation Drawings

Unless expressly stated otherwise, Orbis drawings are equipment and system coordination drawings and are not architectural, structural, electrical construction, mechanical construction, or comprehensive installation drawings.

Customer and the installing contractor remain responsible for:

(a) field measurements;

(b) installation means and methods;

(c) supports;

(d) anchorage;

(e) structural adequacy;

(f) conduit;

(g) field wiring;

(h) branch circuits;

(i) piping installation;

(j) penetrations;

(k) sealing;

(l) access;

(m) working clearances;

(n) coordination with other trades; and

(o) compliance of field workmanship with Applicable Law.

6.17 Electrical and Control Interfaces

Where Orbis provides wiring diagrams, interface diagrams, input/output information, dry-contact requirements, control sequences, or similar Documentation, such information describes the intended interface of the supplied Goods.

Unless expressly included in the Contract, Orbis does not design Customer’s building electrical distribution system, branch circuits, fire alarm system, building management system, emergency power system, generator system, process-control system, or other external control infrastructure.

Final field wiring and integration shall be completed and verified by qualified personnel.

6.18 Sequence of Operation

Where Orbis provides a sequence of operation for suppression, detection, alarm, shutdown, or releasing equipment, Customer and its responsible design professionals shall verify that the sequence is compatible with:

(a) the protected hazard;

(b) occupancy;

(c) evacuation requirements;

(d) connected equipment;

(e) external shutdowns;

(f) Applicable Law; and

(g) AHJ requirements.

Changes to the sequence after order release may require revised Documentation, programming, equipment, testing, or pricing.

6.19 Software, Firmware, and Configurable Controls

Where Goods include programmable or configurable controls, Orbis is responsible only for programming expressly included in the Contract.

Customer is responsible for third-party systems, networks, communications infrastructure, cybersecurity configuration, building-management interfaces, or other external systems unless expressly included.

Unauthorized changes to programming, firmware, settings, logic, or communications configuration may affect system operation and warranty rights to the extent such changes cause or contribute to a failure.

6.20 Technical Support

Unless expressly sold as a separate Service, routine technical support provided by Orbis is advisory and incidental to the supply of the Goods.

Technical support may be provided remotely through telephone, video conference, email, marked drawings, photographs, or other communications.

Remote support depends upon the completeness and accuracy of information communicated from the project site.

Orbis is not responsible for physical conditions that cannot reasonably be observed or verified through remote support.

6.21 Site Visits

A site visit by Orbis does not constitute comprehensive inspection, acceptance, certification, or approval of the installation unless such service is expressly identified in the Contract.

Unless otherwise agreed, Orbis personnel visiting a site may limit their activities to the particular issue, equipment, or scope for which the visit was requested.

Orbis’s failure to identify an unrelated installation defect during a site visit does not constitute acceptance of that defect or assumption of responsibility for the installing contractor’s work.

6.22 Commissioning Assistance

Where Orbis provides commissioning assistance, such assistance is limited to the scope expressly identified in the Contract.

Commissioning assistance does not relieve the installing contractor of responsibility for:

(a) proper installation;

(b) workmanship;

(c) continuity testing;

(d) leak testing;

(e) flushing where applicable;

(f) wiring verification;

(g) piping verification;

(h) mechanical alignment;

(i) proper filling or charging;

(j) correction of deficiencies; or

(k) completion of all prerequisites before commissioning.

Orbis may refuse or suspend commissioning where the installation is incomplete, unsafe, materially inconsistent with applicable Documentation, or otherwise not ready for commissioning.

Additional visits caused by incomplete or deficient installation may be charged to Customer.

6.23 Training

Training provided by Orbis is intended to familiarize qualified personnel with the applicable Goods and does not substitute for:

(a) trade licensing;

(b) professional engineering qualifications;

(c) regulatory certification;

(d) site-specific safety training;

(e) Manufacturer certification required for particular Third-Party Equipment; or

(f) other qualifications required by Applicable Law or the AHJ.

Attendance at Orbis training does not authorize a person to perform work that such person is otherwise legally unqualified to perform.

6.24 Regulatory and Code References

Orbis may reference NFPA standards, UL standards or listings, FM approvals, ISO standards, EN standards, CE requirements, TPED requirements, DOT requirements, Manufacturer criteria, or other recognized standards and regulatory frameworks.

Such references shall be interpreted only within the scope expressly stated.

Orbis does not warrant that compliance with one identified standard establishes compliance with every other law, code, specification, insurer requirement, or local AHJ interpretation applicable to the project.

6.25 Editions of Codes and Standards

Unless otherwise expressly stated, technical work will be based upon the edition of the applicable code or standard identified in the Contract or Documentation.

If no edition is identified, Orbis may use the edition reasonably understood to apply when the technical work is performed.

If Customer, the AHJ, owner, consultant, or another project participant subsequently requires a different edition or additional standard, any resulting redesign or equipment change may constitute a change to the Contract.

6.26 Certifications and Listings

Orbis shall provide certifications, listings, or approval information applicable to the Goods as identified in the Contract or applicable Documentation.

A certification, listing, or approval applies only within its applicable scope and conditions.

Customer shall not infer a system-wide certification from:

(a) certification of an individual component;

(b) use of listed components;

(c) compliance with a referenced standard;

(d) similarity to another listed configuration; or

(e) marketing terminology.

Where a project requires a fully listed or approved assembly, Customer shall ensure that such requirement is expressly identified before order acceptance.

6.27 AHJ Review and Approval

Approval, permitting, acceptance, inspection, or authorization by an AHJ is controlled by the applicable authority and is not within Orbis’s exclusive control.

Accordingly, unless Orbis expressly agrees otherwise in Writing:

(a) Orbis does not guarantee AHJ approval;

(b) Orbis does not guarantee issuance of a permit;

(c) Orbis does not guarantee acceptance by an owner, insurer, engineer, consultant, or inspection authority;

(d) rejection or requested revision by an AHJ does not, by itself, establish that the Goods or Documentation are defective; and

(e) additional requirements imposed by an AHJ after Contract formation may constitute a change in scope.

Orbis shall reasonably cooperate, within its agreed scope, in responding to technical questions concerning the Goods.

Additional calculations, redesign, equipment, travel, testing, meetings, or Documentation required to address new AHJ requirements may be separately chargeable.

6.28 Professional Seals and Stamps

Professional engineering seals, stamps, signed calculations, or jurisdiction-specific engineering certification are not included unless expressly stated in the Contract.

Where such certification is included, it shall apply only to the expressly identified engineering scope and jurisdiction.

A professional seal does not make Orbis responsible for design disciplines, construction work, field conditions, or third-party systems outside the sealed professional’s expressly identified scope.

6.29 Permits

Unless expressly included, Orbis is not responsible for:

(a) permit applications;

(b) permit fees;

(c) inspection fees;

(d) filing fees;

(e) local licenses;

(f) construction permits;

(g) fire-department permits;

(h) environmental permits;

(i) pressure-vessel registrations; or

(j) other governmental approvals.

Customer shall identify any documentation required from Orbis to support such applications sufficiently in advance of the required submission date.

6.30 As-Built Documentation

As-built Documentation is included only where expressly stated in the Contract.

Where Orbis prepares as-built Documentation based upon information supplied by Customer or the installing contractor, Orbis may rely upon that information without independently surveying the completed installation.

Customer is responsible for providing accurate redlines, field changes, dimensions, equipment locations, and other information necessary to prepare as-built Documentation.

6.31 Manuals and Instructions

Customer shall maintain applicable installation, operation, inspection, service, and maintenance Documentation and make such Documentation available to persons responsible for the Goods.

Where Orbis or a Manufacturer issues updated safety information, service instructions, or mandatory technical corrections known to be applicable to the Goods, Customer shall implement such instructions as reasonably required.

Customer shall not remove, alter, conceal, or disregard warnings, labels, operating instructions, or safety notices supplied with the Goods.

6.32 Translation

Unless expressly included in the Contract, Documentation will be supplied in Orbis’s standard language and format.

Translations may be provided as a convenience.

Unless a translated version is expressly designated by Orbis as controlling, the English-language version shall govern in the event of inconsistency.

Customer is responsible for ensuring that personnel who install, operate, inspect, or service the Goods can understand the applicable safety and technical instructions.

6.33 Intellectual Property in Documentation

Provision of Documentation does not transfer ownership of Orbis intellectual property.

Customer receives a limited, non-exclusive right to use project-specific Documentation solely for installation, operation, maintenance, approval, and use of the Goods for the project for which the Documentation was supplied.

More detailed intellectual-property restrictions are governed by the intellectual-property provisions of these Terms.

6.34 No Unauthorized Modification of Documentation

Customer shall not modify Orbis calculations, drawings, certificates, manuals, datasheets, labels, or technical Documentation in a manner that could reasonably create a false representation concerning:

(a) Orbis’s design;

(b) system capacity;

(c) product performance;

(d) listing or approval status;

(e) certification;

(f) applicable standards;

(g) system configuration; or

(h) Orbis’s scope of responsibility.

Customer shall not place Orbis’s name, logo, signature, engineering seal, or other identifier upon modified Documentation without Written authorization.

6.35 Reliance by Third Parties

Documentation supplied by Orbis is prepared for Customer and the specific project identified in the Contract.

Unless Orbis expressly agrees otherwise in Writing, no third party is entitled to rely upon Orbis Documentation as creating a professional or contractual duty owed directly by Orbis to that third party.

Customer may provide Documentation to project participants as reasonably necessary for the applicable project, but such distribution does not expand Orbis’s obligations beyond the Contract.

6.36 Record Copies

Orbis may retain electronic copies of Quotations, approvals, drawings, calculations, submittals, correspondence, and other project records according to Orbis’s ordinary document-retention practices.

Orbis does not undertake to maintain project records indefinitely.

Customer is responsible for maintaining records required for operation, inspection, maintenance, regulatory compliance, warranty administration, and future modification of the installed system.

6.37 Material Basis of Technical Scope

Customer acknowledges that Orbis’s technical scope, pricing, and schedule are based upon the limited responsibilities expressly undertaken in the Contract.

No additional professional duty, design responsibility, inspection obligation, guarantee of approval, or project-wide responsibility shall arise solely because Orbis possesses specialized fire-protection knowledge, provides technical assistance, prepares Documentation, communicates with an AHJ, attends a project meeting, or assists in resolving a technical issue.

7. ORDERS, CHANGES, MODIFICATIONS, AND CANCELLATION

7.1 Binding Orders

Once an order has been accepted by Orbis in accordance with these Terms, Customer may not modify, suspend, defer, or cancel the order except with Orbis’s prior Written consent.

Any requested change, suspension, deferral, or cancellation is subject to:

(a) the status of engineering, procurement, production, assembly, testing, documentation, and shipment;

(b) commitments already made by Orbis to Manufacturers, suppliers, carriers, or subcontractors;

(c) the nature of the Goods;

(d) whether the Goods are standard, configured, custom, special-order, factory-built, charged, filled, programmed, labeled, documented, or otherwise prepared specifically for Customer;

(e) costs already incurred;

(f) cancellation or restocking charges imposed upon Orbis;

(g) the ability of Orbis to reasonably resell or repurpose the Goods; and

(h) any resulting schedule, administrative, engineering, handling, storage, freight, or other costs.

7.2 No Unilateral Customer Modification

Customer may request a change to an accepted order, but no requested change shall become effective unless accepted by Orbis in Writing.

Orbis is not required to accept a requested change after an order has been released to engineering, procurement, assembly, manufacture, or a third-party Manufacturer.

Customer instructions, marked drawings, revised specifications, emails, field directives, or other communications shall not modify the Contract unless Orbis expressly accepts the modification.

7.3 Changes Affecting Price or Schedule

Any Customer-requested change may result in adjustment to:

(a) price;

(b) lead time;

(c) delivery date;

(d) engineering scope;

(e) Documentation;

(f) equipment configuration;

(g) quantities;

(h) certifications;

(i) testing;

(j) freight;

(k) taxes, duties, or tariffs;

(l) packaging;

(m) warranty conditions; or

(n) other applicable commercial or technical terms.

Orbis may condition acceptance of a change upon Customer’s Written acceptance of the resulting adjustment.

7.4 Change Orders

Where a requested change materially affects scope, pricing, configuration, performance, quantity, Documentation, delivery, or other Contract requirements, Orbis may issue a Written change order, revised Quotation, revised Order Acknowledgment, or other Written amendment.

Customer’s approval of such Written amendment authorizes Orbis to proceed with the revised scope.

Unless expressly stated otherwise, previously completed work and costs incurred before the change remain payable.

7.5 Changes Resulting from Customer Information

A change resulting from:

(a) inaccurate Customer-Furnished Information;

(b) incomplete Customer-Furnished Information;

(c) changed site conditions;

(d) changed project requirements;

(e) revised AHJ requirements;

(f) revised owner or consultant requirements;

(g) Customer-requested design revisions; or

(h) late identification of project specifications,

shall be treated as a Customer-requested change to the extent the resulting work or cost was not caused by Orbis’s own breach of the Contract.

7.6 Orbis-Initiated Changes

Orbis may make minor or non-material changes to the Goods, component sourcing, construction details, manufacturing processes, packaging, or Documentation without Customer approval where such changes:

(a) do not materially reduce the intended function or performance of the Goods;

(b) do not materially alter dimensions or interfaces relevant to Customer’s installation;

(c) do not materially reduce applicable certification, listing, or approval status required by the Contract; and

(d) do not materially impair Customer’s intended use of the Goods as expressly disclosed to Orbis.

Where a proposed change is material, Orbis shall notify Customer and obtain appropriate approval or offer a commercially reasonable alternative.

7.7 Manufacturer Substitutions

For Third-Party Equipment, a Manufacturer may revise, replace, supersede, or discontinue components during the period between quotation and delivery.

Where such change occurs, Orbis may propose a substitute product that is materially equivalent in intended function and performance.

If the substitute materially affects project requirements, Customer shall be notified before shipment where reasonably practicable.

A substitute shall not be considered a breach solely because the exact model, component, or construction detail differs from the originally quoted item, provided that the substitute materially satisfies the agreed functional and technical requirements.

7.8 Suspension Requested by Customer

Customer may request temporary suspension or postponement of an order, but such suspension is subject to Orbis’s Written approval.

Where Orbis agrees to suspend or defer work, Customer remains responsible for:

(a) work already completed;

(b) materials already purchased;

(c) non-cancellable commitments;

(d) Manufacturer charges;

(e) storage costs;

(f) preservation or reinspection costs;

(g) reactivation or rescheduling costs;

(h) price increases arising during the suspension period; and

(i) reasonable schedule impacts resulting from loss of production or supplier position.

Orbis does not guarantee that the original delivery date, production slot, component availability, or price can be maintained after a Customer-requested suspension.

7.9 Cancellation Classification

For purposes of cancellation, Goods may be treated according to the following general categories:

(a) Standard Stock Goods
Goods maintained by Orbis as ordinary inventory and not specially modified, configured, filled, labeled, programmed, or procured for Customer.

(b) Configured or Assembled Goods
Goods assembled, configured, tested, filled, charged, programmed, labeled, packaged, documented, or otherwise prepared specifically for Customer.

(c) Custom or Special-Order Goods
Goods manufactured, fabricated, purchased, modified, or reserved specifically for Customer or the applicable project and not reasonably maintained as ordinary Orbis inventory.

(d) Manufacturer-Committed Goods
Goods for which Orbis has issued a non-cancellable or financially committed order to a third-party Manufacturer or supplier.

(e) Project-Specific Fire Pump and Total Flooding Equipment
Fire Pump Packages, custom pump skids, controllers, drivers, cylinders, valve assemblies, releasing equipment, control equipment, custom piping or manifolds, total flooding packages, or similar project-specific equipment manufactured or configured to Customer requirements.

Orbis may determine the applicable classification based upon the actual circumstances of the order.

7.10 Cancellation of Standard Stock Goods

Orbis may, in its discretion, accept cancellation of Standard Stock Goods before shipment.

Any such cancellation may be subject to:

(a) a restocking or cancellation fee;

(b) reimbursement of freight or handling costs already incurred;

(c) return or reversal fees;

(d) bank or payment-processing charges; and

(e) any other reasonable direct cost incurred by Orbis.

Acceptance of one cancellation does not establish a general right to cancel future orders.

7.11 Cancellation of Configured or Assembled Goods

Configured or Assembled Goods may be cancelled only with Orbis’s Written approval.

Customer shall be responsible for the value of:

(a) completed engineering;

(b) completed assembly;

(c) completed filling, charging, programming, testing, or labeling;

(d) materials consumed;

(e) components ordered;

(f) labor performed;

(g) Documentation prepared;

(h) packaging prepared;

(i) supplier charges;

(j) administrative costs reasonably attributable to the cancellation; and

(k) any other cost reasonably incurred by Orbis before cancellation.

Orbis may retain from any deposit amounts necessary to satisfy such charges.

7.12 Non-Cancellable Custom and Special-Order Goods

Unless Orbis expressly agrees otherwise in Writing, Custom or Special-Order Goods are non-cancellable and non-refundable once Orbis has:

(a) commenced custom engineering;

(b) commenced custom fabrication or assembly;

(c) ordered project-specific components;

(d) released the order to a Manufacturer;

(e) committed to non-cancellable supplier purchases;

(f) filled or charged cylinders specifically for the order;

(g) applied project-specific labeling;

(h) programmed project-specific controls; or

(i) otherwise materially committed resources specifically to Customer’s order.

7.13 Fire Pump Package Cancellation

Fire Pump Packages are typically engineered, selected, procured, assembled, manufactured, or configured for a specific project and therefore involve significant non-recoverable commitments.

Unless expressly agreed otherwise in Writing:

(a) a Fire Pump Package becomes non-cancellable once Orbis releases the applicable equipment to the Manufacturer or supplier;

(b) deposits and progress payments attributable to such equipment are non-refundable to the extent Orbis has incurred or committed corresponding costs;

(c) Customer is responsible for Manufacturer cancellation charges, work completed, purchased materials, engineering, testing, documentation, freight commitments, and other non-recoverable costs; and

(d) where the Manufacturer does not permit cancellation, Customer remains responsible for the full Contract price for the affected Goods.

Customer’s project cancellation, loss of contract, owner decision, permit delay, financing issue, site delay, or change in project strategy does not automatically create a right to cancel Fire Pump Packages without payment.

7.14 Total Flooding System Cancellation

Total Flooding System equipment may include project-specific agent quantities, cylinders, valves, nozzles, piping components, releasing equipment, controls, detection equipment, calculations, labeling, Documentation, and other project-specific components.

Unless expressly agreed otherwise in Writing, Total Flooding System equipment becomes non-cancellable to the extent that:

(a) project-specific calculations or engineering have been performed;

(b) cylinders or components have been allocated or manufactured;

(c) agent has been procured, filled, transferred, or reserved;

(d) custom nozzles, manifolds, piping, valves, controls, or releasing equipment have been ordered or manufactured;

(e) the order has been released to a third-party Manufacturer;

(f) project-specific labels or Documentation have been created; or

(g) other non-recoverable costs have been incurred.

7.15 Charged Cylinders, Agents, and Hazardous Materials

Charged cylinders, filled suppression containers, extinguishing agents, pressurized Goods, hazardous materials, and other regulated Goods are non-returnable and non-refundable except where Orbis expressly accepts return due to a verified defect, shipment error, or other circumstance for which Orbis is responsible.

Any permitted return shall remain subject to applicable transportation, hazardous-material, pressure-vessel, environmental, and safety requirements.

Customer shall not return pressurized or hazardous Goods without prior Written return authorization and shipping instructions from Orbis.

7.16 Control Panels and Programmed Equipment

Control panels, programmable devices, controllers, relays, logic devices, software-configured equipment, and similar Goods configured or programmed specifically for Customer may be treated as Custom or Special-Order Goods once programming, configuration, labeling, or testing has commenced.

7.17 Cancellation Charges

Where Orbis accepts cancellation of an order that is not fully non-cancellable, cancellation charges may include, as applicable:

(a) engineering and design costs;

(b) drafting and documentation costs;

(c) labor;

(d) materials;

(e) supplier charges;

(f) Manufacturer cancellation fees;

(g) restocking fees;

(h) freight;

(i) customs charges;

(j) duties and tariffs;

(k) warehousing or storage;

(l) inspection or testing costs;

(m) packaging costs;

(n) administrative costs reasonably attributable to cancellation;

(o) non-recoverable third-party expenses; and

(p) reasonable costs necessary to restore, repurpose, resell, or dispose of the affected Goods.

7.18 Cancellation Amount

Unless the Contract expressly provides a fixed cancellation schedule, Customer shall pay the greater of:

(a) all non-recoverable costs, commitments, and reasonable cancellation-related charges incurred by Orbis; or

(b) the amount Orbis is contractually obligated to pay its Manufacturer, supplier, or subcontractor as a result of the cancellation,

together with amounts due for Services and work already performed.

In no event shall the cancellation charge exceed the unpaid Contract price for the cancelled scope except for separate costs incurred by Orbis at Customer’s request or as a direct consequence of cancellation, including storage, return freight, demobilization, disposal, taxes, duties, or similar charges.

7.19 Deposits Upon Cancellation

Any deposit may be applied against amounts owed by Customer resulting from cancellation.

The designation of a payment as a “deposit” does not mean that the entire amount is automatically refundable.

If the amount owed upon cancellation exceeds the deposit held by Orbis, Customer shall pay the difference.

If the deposit exceeds properly chargeable cancellation amounts and the applicable Goods are not otherwise non-refundable, Orbis shall return the remaining balance to Customer.

7.20 No Cancellation Due to Customer’s Project Circumstances

Unless expressly agreed otherwise, Customer’s obligation to purchase accepted Goods is not contingent upon:

(a) Customer receiving payment from an owner or third party;

(b) Customer obtaining financing;

(c) Customer winning or retaining a project;

(d) Customer’s end customer accepting the Goods;

(e) project construction proceeding;

(f) issuance of permits;

(g) site readiness;

(h) availability of Customer personnel;

(i) Customer’s resale of the Goods;

(j) Customer’s profitability on the project; or

(k) any other Customer-side commercial circumstance.

“Pay-if-paid,” “pay-when-paid,” owner-funding, project-award, or similar conditions do not apply to Orbis unless expressly accepted by Orbis in Writing.

7.21 Cancellation Due to AHJ or Consultant Rejection

Rejection, requested revision, or non-approval by an AHJ, consultant, engineer, owner, insurer, or other third party does not automatically entitle Customer to cancel accepted Goods without charge.

Where the rejection results from:

(a) a requirement not disclosed to Orbis before order acceptance;

(b) a later change in project criteria;

(c) differing AHJ interpretation;

(d) a Customer design decision;

(e) Customer-Furnished Information; or

(f) a project-specific requirement outside Orbis’s agreed scope,

Customer remains responsible for resulting change or cancellation costs.

Nothing in this provision relieves Orbis of responsibility where the rejection results solely from Orbis’s failure to provide Goods or Services conforming to an express requirement of the Contract.

7.22 Delay Is Not Automatic Cancellation

An estimated or revised delivery date does not create a right of cancellation unless:

(a) the Contract expressly states that the date is guaranteed and time is of the essence; or

(b) Orbis expressly agrees in Writing to cancellation.

Customer may not cancel custom, special-order, Manufacturer-committed, or project-specific Goods solely because the estimated delivery date changes, except to the extent required by Applicable Law or expressly agreed in the Contract.

7.23 Orbis Right to Cancel Before Performance

Orbis may cancel an order before substantial performance where:

(a) Customer fails to satisfy required payment or credit conditions;

(b) Customer fails to provide required information or approvals;

(c) the transaction would violate Applicable Law, export controls, sanctions, or safety requirements;

(d) a required Manufacturer or product becomes unavailable;

(e) Orbis discovers a material technical incompatibility that cannot reasonably be resolved;

(f) Customer materially breaches the Contract; or

(g) performance becomes commercially or legally impracticable for reasons beyond Orbis’s reasonable control.

Where cancellation occurs for reasons not caused by Customer, Orbis shall refund amounts paid for the cancelled scope less amounts properly due for completed Services or Goods already delivered, unless an alternative arrangement is agreed.

7.24 Orbis Right to Terminate for Customer Breach

If Customer materially breaches the Contract and fails to cure the breach within any cure period required by Applicable Law or stated in a Written notice from Orbis, Orbis may:

(a) suspend performance;

(b) terminate the affected Contract;

(c) retain and apply deposits against amounts owed;

(d) recover reasonable costs incurred;

(e) invoice work performed and committed materials;

(f) exercise any rights available under Applicable Law; and

(g) pursue payment for non-cancellable Goods or other amounts already committed.

7.25 No Oral Cancellation

No cancellation, suspension, deferral, or material order change is effective unless confirmed in Writing by Orbis.

A verbal request, project meeting statement, telephone call, or informal instruction does not cancel an accepted order.

7.26 Survival of Payment Obligations

Cancellation, suspension, or termination does not extinguish Customer’s obligation to pay amounts properly due for:

(a) Goods already delivered;

(b) Services already performed;

(c) engineering completed;

(d) non-cancellable commitments;

(e) custom or project-specific Goods;

(f) applicable cancellation charges;

(g) storage or freight costs;

(h) taxes, duties, or government charges; or

(i) other amounts accrued before the effective date of cancellation or termination.

7.27 Mitigation and Resale

Where commercially reasonable, Orbis may attempt to repurpose, return, or resell cancelled Goods.

Orbis is not required to accept cancellation merely because resale may potentially be possible.

Any net recovery actually realized by Orbis from resale of cancelled Goods may be credited against Customer’s cancellation liability where required by Applicable Law or where Orbis determines such credit is commercially appropriate, after deduction of reasonable costs associated with resale, rework, inspection, storage, freight, commissions, and handling.

7.28 Material Basis of Cancellation Terms

Customer acknowledges that Orbis may incur substantial engineering, supplier, Manufacturer, freight, material, labor, and production commitments shortly after order acceptance.

The cancellation and modification provisions of this Section are a material basis of Orbis’s pricing and acceptance of the order.

8. PRICES, TAXES, PAYMENT TERMS, CREDIT, AND COLLECTIONS

8.1 Prices

Prices for Goods and Services shall be those stated in the applicable Quotation, Order Acknowledgment, or other Contract Document issued by Orbis.

Unless expressly stated otherwise:

(a) prices are stated in U.S. Dollars;

(b) prices apply only to the quantities, scope, specifications, delivery conditions, and Project Information upon which the Quotation was based;

(c) prices exclude taxes, duties, tariffs, customs charges, freight, insurance, permits, inspections, brokerage, storage, demurrage, detention, and similar charges;

(d) prices exclude installation, field labor, commissioning, travel, training, engineering, testing, or Documentation not expressly included in the Contract; and

(e) prices are subject to adjustment where the Contract permits adjustment due to Customer changes, delayed release, revised requirements, taxes, tariffs, Manufacturer changes, or other applicable circumstances.

8.2 Currency

Unless expressly stated otherwise, all payments shall be made in U.S. Dollars.

If Orbis agrees to quote or accept payment in another currency, the applicable exchange-rate basis may be identified in the Quotation or invoice.

Where foreign-exchange movements materially affect Orbis’s cost before an order is released to production or procurement, Orbis may revise pricing before final order acceptance.

Once an order is accepted, currency-adjustment rights shall be limited to those expressly stated in the Contract.

8.3 Deposits and Progress Payments

Orbis may require deposits, advance payments, milestone payments, progress payments, payment before shipment, or other payment arrangements appropriate to the nature of the Goods or Services.

Unless otherwise stated in the Contract, Orbis may require a deposit before commencing engineering, procurement, manufacturing, assembly, or other material performance.

For project-specific equipment, Orbis may establish payment milestones such as:

(a) deposit upon order;

(b) payment upon drawing or submittal approval;

(c) payment upon release to manufacture;

(d) payment upon factory completion;

(e) payment before shipment; or

(f) another milestone stated in the Contract.

The specific payment schedule stated in the Quotation or Order Acknowledgment shall control.

8.4 Payment Before Shipment

Where the Contract requires payment of the balance before shipment, Orbis is not obligated to release Goods to the carrier until cleared funds have been received.

A delay in payment may result in:

(a) delayed shipment;

(b) loss of reserved freight;

(c) storage charges;

(d) Manufacturer storage charges;

(e) loss of production or shipping position; or

(f) revised delivery dates.

Such consequences shall not constitute delay attributable to Orbis.

8.5 Credit Terms

Credit terms are available only where expressly approved by Orbis.

Any reference to Net 15, Net 30, Net 45, or other credit terms applies only to Customers for whom Orbis has expressly approved such terms and only for the applicable transaction or credit arrangement.

Orbis may establish or revise:

(a) credit limits;

(b) payment terms;

(c) deposit requirements;

(d) security requirements; or

(e) advance-payment requirements,

based upon Customer’s credit history, payment performance, order value, risk profile, or other reasonable commercial considerations.

8.6 Withdrawal or Modification of Credit

Orbis may withdraw, reduce, suspend, or modify Customer’s credit privileges where Orbis reasonably determines that:

(a) Customer has failed to timely pay an amount owed;

(b) Customer’s creditworthiness has materially deteriorated;

(c) Customer becomes insolvent or appears unable to meet its obligations;

(d) Customer exceeds an approved credit limit;

(e) Customer disputes or withholds payment without reasonable contractual basis;

(f) Orbis receives adverse financial information concerning Customer; or

(g) Orbis otherwise reasonably determines that continued unsecured credit presents a material payment risk.

Orbis may require advance payment, a deposit, letter of credit, guarantee, or other satisfactory security before continuing performance.

8.7 Invoice Due Dates

Invoices are due according to the payment terms stated on the applicable Quotation, Order Acknowledgment, or invoice.

If no payment term is expressly stated, payment shall be due upon receipt of invoice.

Payment is deemed made only when cleared funds have been received in the account designated by Orbis.

8.8 No Retainage

Customer shall not withhold retainage from amounts due to Orbis unless Orbis expressly agrees to such retainage in Writing before order acceptance.

Any retainage provision contained in Customer’s Purchase Order, subcontract, prime contract, procurement terms, or other Customer document is rejected unless expressly accepted by Orbis.

8.9 No Pay-When-Paid or Pay-If-Paid

Customer’s obligation to pay Orbis is independent of Customer’s receipt of payment from:

(a) an owner;

(b) general contractor;

(c) subcontractor;

(d) insurer;

(e) end user;

(f) financing source; or

(g) any other third party.

No “pay-when-paid,” “pay-if-paid,” owner-funding, project-funding, reimbursement, or similar condition applies to Orbis unless expressly accepted in Writing.

Customer bears the credit and collection risk associated with its own customers and project counterparties.

8.10 No Setoff, Deduction, or Withholding

Except where required by Applicable Law, Customer shall pay all amounts due to Orbis without setoff, counterclaim, deduction, backcharge, recoupment, withholding, or reduction.

A dispute relating to one invoice, order, project, item, warranty claim, or alleged deficiency does not entitle Customer to withhold amounts properly due under an unrelated invoice, order, or project.

If Customer disputes a portion of an invoice in good faith, Customer shall timely pay the undisputed portion.

8.11 Backcharges

Customer shall not impose any backcharge, offset, chargeback, field-labor charge, delay charge, rework charge, liquidated damages assessment, or similar deduction against Orbis without:

(a) prompt Written notice describing the alleged basis;

(b) reasonable supporting documentation;

(c) a reasonable opportunity for Orbis to investigate;

(d) where applicable, a reasonable opportunity for Orbis to cure or mitigate the issue; and

(e) Written acceptance by Orbis or final determination under the dispute-resolution provisions of the Contract.

Unilateral deductions from amounts due are not permitted.

8.12 Payment Disputes

Customer shall notify Orbis promptly in Writing of any good-faith dispute concerning an invoice.

The notice shall identify:

(a) the invoice;

(b) the specific amount disputed;

(c) the factual and contractual basis for the dispute; and

(d) supporting documentation reasonably available to Customer.

Customer shall not characterize an entire invoice as disputed where the alleged issue concerns only a portion of the invoice.

Failure to immediately dispute an invoice does not waive a valid warranty claim, but does not excuse Customer from timely payment of undisputed amounts.

8.13 Late Payments

Any amount not paid when due may accrue interest from the due date until paid at the lesser of:

(a) one and one-half percent (1.5%) per month; or

(b) the maximum rate permitted by Applicable Law.

Interest accrual does not limit Orbis’s right to suspend performance, terminate credit privileges, or exercise any other contractual or legal remedy.

8.14 Collection Costs

Customer shall reimburse Orbis for reasonable costs incurred in collecting past-due amounts, to the extent permitted by Applicable Law, including:

(a) collection-agency fees;

(b) reasonable attorneys’ fees;

(c) court costs;

(d) arbitration fees;

(e) filing fees; and

(f) other reasonable enforcement expenses.

8.15 Suspension for Nonpayment

If Customer fails to timely pay any undisputed amount due, Orbis may, after any notice required by Applicable Law:

(a) suspend engineering;

(b) suspend procurement;

(c) stop manufacture or assembly;

(d) withhold Documentation;

(e) suspend technical support;

(f) withhold shipment;

(g) place Goods into storage;

(h) cancel or postpone Manufacturer releases;

(i) suspend other open orders; and

(j) refuse new orders or credit.

Any resulting delay shall be attributable to Customer.

Customer shall be responsible for reasonable costs resulting from the suspension, including storage, rescheduling, Manufacturer charges, freight changes, and reactivation costs.

8.16 Cross-Default

A material payment default by Customer under one Contract may, where commercially reasonable, permit Orbis to suspend performance under other open Contracts with the same Customer until satisfactory payment arrangements are established.

Orbis shall not be required to continue extending credit on new or unrelated orders while material past-due obligations remain unresolved.

8.17 Acceleration

If Customer:

(a) materially defaults in payment;

(b) becomes insolvent;

(c) files or becomes subject to bankruptcy, receivership, liquidation, or similar proceedings;

(d) makes an assignment for the benefit of creditors;

(e) ceases or threatens to cease business; or

(f) materially breaches an agreed credit arrangement,

then, to the extent permitted by Applicable Law, Orbis may declare all outstanding amounts under affected Contracts immediately due and payable.

8.18 Application of Payments

Unless otherwise required by Applicable Law, Orbis may apply payments received from Customer to outstanding amounts in such order as Orbis reasonably determines.

Customer’s notation on a check, wire instruction, remittance advice, payment portal, or other payment communication shall not create an accord and satisfaction, waiver, release, or settlement unless expressly accepted by Orbis in Writing.

8.19 Bank and Transfer Fees

Customer is responsible for all bank, intermediary-bank, wire-transfer, currency-conversion, letter-of-credit, collection, and similar transaction charges associated with Customer’s payment.

Orbis must receive the full invoiced amount net of such charges.

8.20 Credit Card and Electronic Payment Charges

Where Customer pays through a payment method that imposes merchant, processing, platform, foreign-exchange, or similar charges, Orbis may, where permitted by Applicable Law:

(a) require Customer to use an alternative payment method; or

(b) pass through applicable transaction charges if disclosed before payment.

8.21 Taxes

Prices do not include sales, use, excise, value-added, goods-and-services, gross-receipts, withholding, customs, import, export, or other taxes or governmental charges unless expressly stated.

Customer shall pay all taxes and governmental charges arising from the sale, importation, delivery, possession, or use of the Goods or Services, except taxes imposed solely upon Orbis’s net income.

Where Orbis is legally required to collect a tax, Orbis may invoice Customer for that tax.

8.22 Tax Exemptions

If Customer claims an exemption from any tax, Customer shall provide Orbis with a valid exemption certificate or other documentation acceptable under Applicable Law before the applicable taxable transaction.

Customer is responsible for any tax, interest, penalty, or assessment arising from an invalid, expired, inaccurate, or improperly claimed exemption supplied by Customer.

8.23 Withholding Taxes

If Applicable Law requires Customer to withhold tax from a payment otherwise due to Orbis, Customer shall:

(a) promptly notify Orbis;

(b) provide official documentation evidencing the withholding; and

(c) unless prohibited by Applicable Law or otherwise expressly agreed, increase the payment as necessary so that Orbis receives the net amount it would have received had no withholding been required.

This gross-up obligation shall not apply to taxes imposed solely on Orbis’s net income in the jurisdiction where Orbis is organized or ordinarily resident.

8.24 Customs Duties, Tariffs, and Import Charges

Unless expressly included in the Quotation, Customer is responsible for all:

(a) customs duties;

(b) import duties;

(c) antidumping or countervailing duties;

(d) tariffs;

(e) customs brokerage;

(f) port charges;

(g) inspection charges;

(h) import taxes;

(i) destination-country fees; and

(j) similar governmental or logistics charges associated with the Goods.

Where Orbis initially pays such charges on Customer’s behalf, Customer shall reimburse Orbis.

8.25 New or Increased Tariffs and Government Charges

If, after issuance of a Quotation or acceptance of an order, a governmental authority imposes or increases a tariff, duty, surcharge, tax, import restriction, export charge, environmental levy, regulatory fee, or other government-imposed cost directly affecting the Goods, Orbis may pass through the resulting incremental cost to Customer to the extent not already included in the Contract price.

Orbis shall provide reasonable supporting information concerning any material adjustment upon request.

8.26 Manufacturer Price Increases

Before order acceptance, Orbis may revise pricing to reflect Manufacturer or supplier price changes.

After order acceptance, Orbis shall not generally increase the agreed price solely because its ordinary procurement cost increases, except where:

(a) the Contract expressly permits adjustment;

(b) Customer delays release, approval, shipment, or performance beyond the agreed period;

(c) Customer changes the scope;

(d) a new tariff, tax, duty, or governmental charge applies;

(e) a Manufacturer reprices equipment because of a Customer-requested change or delay; or

(f) another Contract provision expressly authorizes adjustment.

8.27 Customer-Caused Delay and Price Adjustment

Where Customer delays an order beyond the schedule contemplated by the Contract, Orbis may adjust the price to account for documented incremental costs reasonably resulting from the delay, including:

(a) Manufacturer increases;

(b) material increases;

(c) storage;

(d) preservation;

(e) reinspection;

(f) freight increases;

(g) tariff changes;

(h) currency exposure where the Contract expressly permits it; and

(i) rescheduling or remobilization.

8.28 Freight and Logistics Charges

Unless freight is expressly included as a fixed-price element of the Contract, freight quotations are estimates based upon rates and conditions available when quoted.

Actual freight may be adjusted for:

(a) changes in shipment dimensions or weight;

(b) Customer changes;

(c) carrier rate increases;

(d) fuel surcharges;

(e) dangerous-goods surcharges;

(f) remote-delivery charges;

(g) liftgate or special-handling requirements;

(h) detention;

(i) demurrage;

(j) redelivery;

(k) storage;

(l) customs delays; or

(m) other carrier or logistics charges outside Orbis’s control.

8.29 Letters of Credit

Where payment is to be made by letter of credit:

(a) the issuing bank and terms must be acceptable to Orbis;

(b) the letter of credit shall be irrevocable unless otherwise agreed;

(c) Customer shall bear all issuing, advising, confirming, amendment, discrepancy, and bank charges unless otherwise agreed;

(d) documentary requirements shall be reasonably capable of being satisfied by Orbis; and

(e) Customer shall promptly arrange any amendment required due to a Customer-requested order change.

8.30 Security Interest

To the extent permitted by Applicable Law, Customer grants Orbis a purchase-money security interest in Goods sold by Orbis for which payment remains outstanding, together with identifiable proceeds of such Goods, until all amounts due for those Goods have been paid in full.

Customer shall reasonably cooperate with documentation required to perfect such security interest where Orbis determines such protection is commercially appropriate.

This provision does not alter the separate allocation of risk of loss or delivery obligations under the Contract.

8.31 Title and Unpaid Goods

Any title-retention rights available to Orbis under Applicable Law are cumulative with, and not in substitution for, Orbis’s rights to payment.

Where Applicable Law permits title retention until payment, Orbis may retain such title to unpaid Goods notwithstanding transfer of risk of loss.

Customer shall not grant a security interest or otherwise encumber Goods subject to an enforceable Orbis title-retention right except in the ordinary course of business and subject to Orbis’s rights.

8.32 Insolvency

If Customer becomes insolvent or subject to bankruptcy, receivership, liquidation, reorganization, or similar proceedings, Orbis may exercise all rights available under Applicable Law, including suspension of performance, reclamation rights, stoppage in transit, enforcement of security interests, and claims for amounts due.

Nothing in these Terms is intended to override mandatory bankruptcy or insolvency law.

8.33 Payment Does Not Constitute Technical Acceptance

Payment of an invoice does not waive Customer’s rights under an applicable express warranty.

Likewise, the existence of a warranty claim does not excuse payment of amounts otherwise properly due, except to the extent the parties agree otherwise or Applicable Law requires.

8.34 No Customer Terms Printed on Payment Instruments

Any restrictive endorsement, release language, “payment in full” notation, settlement language, or similar term placed by Customer on a check, remittance, electronic payment, payment portal, or accompanying correspondence shall have no effect unless expressly accepted by an authorized representative of Orbis in Writing.

8.35 Final Payment

Final payment does not relieve either party of obligations that expressly survive completion, including:

(a) warranty obligations;

(b) confidentiality;

(c) intellectual-property rights;

(d) indemnification obligations;

(e) limitations of liability;

(f) payment obligations relating to subsequently invoiced authorized charges; and

(g) dispute-resolution provisions.

8.36 Material Basis of Payment Terms

Customer acknowledges that Orbis prices Goods and Services based upon the payment schedule, credit allocation, risk allocation, and financial terms stated in the Contract.

Orbis is not a project financier, lender, or guarantor of Customer’s payment by third parties.

Customer’s payment obligations are independent contractual obligations owed directly to Orbis.

9. DELIVERY, INCOTERMS, FREIGHT, TITLE, RISK OF LOSS, AND SHIPPING

9.1 Delivery Terms

Unless otherwise expressly stated in the applicable Quotation or Order Acknowledgment, delivery shall be EXW Orbis-designated facility, Incoterms® 2020.

The designated facility may be:

(a) an Orbis warehouse;

(b) an Orbis production or assembly facility;

(c) a third-party warehouse;

(d) a Manufacturer facility;

(e) a supplier facility; or

(f) another location identified by Orbis.

The applicable named place of delivery shall be identified in the Contract, shipping Documentation, or other Written communication from Orbis.

9.2 Alternative Incoterms

Where the Contract expressly states another Incoterm, such term shall be interpreted in accordance with Incoterms® 2020 unless another edition is expressly identified.

The stated Incoterm shall govern the parties’ respective responsibilities for:

(a) delivery;

(b) transportation arrangements;

(c) export formalities;

(d) import formalities;

(e) freight charges;

(f) insurance obligations where applicable;

(g) risk transfer; and

(h) related logistics responsibilities,

subject to any express modification contained in the Contract.

9.3 Direct Shipment from Manufacturer or Supplier

Orbis may arrange for Goods to be shipped directly from a Manufacturer, supplier, assembly facility, freight terminal, or other third-party location to Customer or Customer’s designated destination.

Direct shipment does not alter Orbis’s status as Seller under the Contract and does not make Orbis the carrier, freight forwarder, customs broker, or insurer.

The point from which the Goods are shipped may differ from Orbis’s principal place of business.

9.4 Delivery to Carrier

Where the applicable delivery term provides for risk to transfer upon delivery to a carrier or at a specified shipping point, delivery shall be deemed complete when the Goods are tendered or delivered in accordance with that term.

A bill of lading, carrier receipt, airway bill, packing list, delivery receipt, warehouse receipt, electronic carrier record, or similar shipping record may be used as evidence of shipment or tender.

9.5 Risk of Loss

Risk of loss, damage, theft, destruction, or casualty shall transfer in accordance with the applicable Incoterm or other expressly agreed delivery term.

Where no different rule is expressly stated, risk of loss transfers to Customer upon delivery of the Goods at the EXW named place.

After risk has transferred, loss or damage to the Goods does not relieve Customer of its obligation to pay Orbis.

9.6 Title

Transfer of title is separate from transfer of risk of loss.

Unless otherwise required by Applicable Law or expressly stated in the Contract, title to Goods shall transfer upon the earlier of:

(a) full payment for the applicable Goods; or

(b) such other time as required by Applicable Law.

Any title-retention or security-interest rights available to Orbis under these Terms or Applicable Law remain enforceable notwithstanding an earlier transfer of risk of loss.

9.7 Freight Arranged by Orbis as an Accommodation

At Customer’s request, Orbis may assist in arranging freight, transportation, export shipment, pickup, delivery, or other logistics services.

Unless the Contract expressly states that Orbis assumes transportation responsibility under a specific Incoterm:

(a) Orbis arranges such transportation as an accommodation to Customer;

(b) the carrier acts as an independent third party;

(c) Orbis does not guarantee carrier performance;

(d) Orbis does not become a common carrier, freight forwarder, customs broker, or transportation insurer;

(e) transportation charges may be passed through to Customer; and

(f) risk of loss remains governed by the applicable delivery term.

9.8 Carrier Selection

Where Orbis arranges transportation on Customer’s behalf, Orbis may select the carrier, freight forwarder, consolidator, broker, or routing method unless Customer provides reasonable Written instructions before shipment.

Orbis does not warrant the financial condition, service quality, transit time, or performance of an independent carrier or logistics provider.

9.9 Customer-Nominated Carrier

Where Customer selects, nominates, or contracts directly with a carrier, freight forwarder, customs broker, or logistics provider, Customer is responsible for:

(a) carrier instructions;

(b) booking;

(c) collection;

(d) routing;

(e) insurance;

(f) customs arrangements;

(g) documentation required by the carrier;

(h) pickup timing; and

(i) charges imposed by such provider.

Orbis shall reasonably cooperate in making the Goods available for collection in accordance with the Contract.

9.10 Freight Estimates

Freight charges stated in a Quotation are estimates unless expressly stated to be fixed.

Actual freight charges may vary because of:

(a) weight;

(b) dimensions;

(c) final packaging;

(d) carrier rates;

(e) fuel surcharges;

(f) accessorial charges;

(g) dangerous-goods classifications;

(h) port charges;

(i) route changes;

(j) remote delivery;

(k) liftgate requirements;

(l) limited-access locations;

(m) redelivery;

(n) storage;

(o) detention;

(p) demurrage;

(q) customs delays; or

(r) other transportation conditions.

Customer is responsible for actual logistics charges except where the Contract expressly provides otherwise.

9.11 Freight Prepaid or Added to Invoice

Where Orbis prepays freight, customs brokerage, local delivery, or other logistics costs for Customer’s convenience, Orbis may add such costs to Customer’s invoice.

Prepayment by Orbis does not alter the applicable Incoterm, risk-of-loss allocation, or transportation responsibility unless expressly stated.

9.12 Shipping Insurance

Unless expressly included in the Contract or required under the applicable Incoterm, Orbis is not responsible for obtaining cargo insurance.

Customer is responsible for obtaining insurance appropriate to the value, route, transport mode, and risk associated with the Goods after risk transfers to Customer.

Where Customer requests Orbis to arrange cargo insurance, the cost shall be borne by Customer unless otherwise agreed.

9.13 Packaging

Orbis shall provide packaging reasonably suitable for the normal intended method of shipment specified or reasonably anticipated at the time of packing.

Standard packaging may include, as applicable:

(a) cartons;

(b) crates;

(c) pallets;

(d) skids;

(e) protective caps;

(f) valve protection;

(g) wrapping;

(h) moisture protection;

(i) blocking and bracing; or

(j) other commercially reasonable packaging.

Special packaging is included only where expressly stated.

9.14 Export Packaging

Export-grade, seaworthy, fumigated, ISPM-15-compliant, vacuum-sealed, corrosion-resistant, long-term storage, military-grade, or other specialized packaging is not included unless expressly stated in the Contract.

Where such packaging is requested after order acceptance, additional charges and lead time may apply.

9.15 Pressurized Cylinders and Dangerous Goods

Certain Goods, including charged cylinders, compressed gases, extinguishing agents, batteries, chemicals, or other regulated materials, may be classified as dangerous goods, hazardous materials, or regulated articles for transportation.

Customer acknowledges that such Goods may be subject to special requirements concerning:

(a) packaging;

(b) labeling;

(c) documentation;

(d) carrier selection;

(e) transport mode;

(f) route;

(g) quantity limitations;

(h) pressure-vessel protection;

(i) storage;

(j) importation;

(k) exportation; and

(l) handling.

Orbis may refuse any shipping method that Orbis reasonably determines is prohibited, unsafe, non-compliant, or unsuitable for the Goods.

9.16 Cylinder Protection During Transportation

Where required by Applicable Law, applicable transportation regulation, Manufacturer instruction, or Orbis Documentation, protective caps, anti-recoil devices, valve protection devices, plugs, or similar safety devices shall remain installed during transportation and handling.

Customer shall not instruct a carrier or other party to transport pressurized equipment in a manner contrary to applicable safety requirements.

9.17 Restricted Transportation Methods

Certain Goods may not be eligible for particular transportation methods, including air freight, parcel service, less-than-container-load shipment, consolidated ocean freight, or other modes, depending upon:

(a) dangerous-goods classification;

(b) pressure;

(c) agent type;

(d) cylinder size;

(e) carrier policy;

(f) origin-country requirements;

(g) destination-country requirements; or

(h) Applicable Law.

The unavailability of Customer’s preferred transportation method does not constitute breach by Orbis.

Alternative transportation methods may result in additional cost or lead time.

9.18 Export Clearance

Responsibility for export customs formalities shall be determined by the applicable Incoterm and the Contract.

Where Customer is responsible for export clearance, Customer shall provide all information and documentation reasonably required for lawful export.

Where Orbis agrees to perform or arrange export clearance, Customer remains responsible for supplying accurate end-user, destination, commodity, and end-use information.

9.19 Import Clearance

Unless expressly stated otherwise under the applicable Incoterm, Customer is solely responsible for:

(a) import licenses;

(b) import permits;

(c) customs clearance;

(d) customs brokerage;

(e) import duties;

(f) tariffs;

(g) VAT or similar taxes;

(h) destination-country registrations;

(i) local inspections;

(j) storage caused by import delays; and

(k) compliance with destination-country import requirements.

Failure or delay in obtaining import clearance does not suspend Customer’s payment obligations.

9.20 Importer of Record

Orbis shall not act as importer of record in the destination country unless expressly agreed in Writing.

Where Customer or its designee is importer of record, Customer bears all responsibilities associated with that role.

9.21 Customs Classification and Documentation

Orbis may provide commercially reasonable commodity descriptions, tariff classifications, country-of-origin information, commercial invoices, packing lists, or similar shipping Documentation based on information reasonably available to Orbis.

Customs authorities retain ultimate authority over classification, valuation, admissibility, and assessment of duties.

Unless caused by knowingly false information provided by Orbis, Orbis does not guarantee that a customs authority will accept a particular tariff classification, origin determination, valuation method, or duty treatment.

9.22 Country of Origin

Country-of-origin statements shall reflect the applicable origin of the Goods or components as reasonably determined under applicable rules.

Customer shall not alter or misrepresent origin information supplied by Orbis.

Where a project requires specific domestic-content, Buy America, Buy American, trade-agreement, local-content, or similar origin requirements, Customer must disclose such requirements before order acceptance.

9.23 Partial Shipments

Orbis may make partial shipments where commercially reasonable unless the Contract expressly prohibits partial shipment.

Each partial shipment may be separately invoiced.

Delay affecting one portion of an order shall not necessarily delay unaffected Goods.

9.24 Early Shipment

Orbis may ship Goods before the estimated delivery date where the Goods are complete and Customer has not expressly prohibited early shipment.

If Customer is unable to accept an early shipment, Customer shall notify Orbis promptly upon receiving the expected shipping date.

Storage or rescheduling costs arising from refusal of an otherwise authorized shipment may be charged to Customer.

9.25 Customer Pickup

Where Customer is responsible for pickup, Customer shall arrange collection within the period stated by Orbis.

The collecting vehicle and carrier must be suitable for the Goods, including any dangerous-goods requirements.

Orbis may refuse loading where the proposed transport arrangement is unsafe, unlawful, or materially unsuitable.

9.26 Loading

Loading obligations shall be governed by the applicable Incoterm.

Where Orbis performs loading despite having no contractual obligati

10. LEAD TIMES, DELIVERY DATES, CUSTOMER DELAY, AND SCHEDULE IMPACTS

10.1 Estimated Lead Times

Unless expressly stated in the Contract as guaranteed, all lead times, production periods, shipment dates, delivery dates, engineering durations, Documentation turnaround times, commissioning dates, and other schedules provided by Orbis are estimates only.

Estimated lead times are based upon conditions reasonably known to Orbis when the estimate is provided, including:

(a) current production capacity;

(b) Manufacturer and supplier lead times;

(c) material availability;

(d) freight availability;

(e) technical complexity;

(f) required Documentation;

(g) required approvals;

(h) Customer responsiveness;

(i) applicable regulatory requirements; and

(j) other relevant commercial and technical conditions.

Estimated lead times may change as such conditions change.

10.2 Commencement of Lead Time

Unless otherwise expressly stated, the applicable lead time begins only when the order is fully released in accordance with the Contract.

An order is not fully released until Orbis has received, as applicable:

(a) an accepted Purchase Order;

(b) required deposit or advance payment;

(c) complete Customer-Furnished Information;

(d) required drawings and specifications;

(e) Customer approval of submittals or drawings;

(f) confirmation of required technical selections;

(g) end-user, destination, export-control, or compliance information;

(h) required credit approval;

(i) final shipping instructions where necessary for production; and

(j) any other prerequisite expressly identified by Orbis.

Delay in satisfying any release condition extends the applicable schedule accordingly.

10.3 Preliminary Lead Times

Any lead time provided before order release, technical confirmation, drawing approval, or Manufacturer confirmation is preliminary.

Orbis may revise the lead time once:

(a) the final scope is confirmed;

(b) the order is released;

(c) project-specific requirements are known;

(d) Manufacturer availability is confirmed; or

(e) other material scheduling information becomes available.

10.4 Shipment Date Versus Arrival Date

A stated shipment date refers to the anticipated date on which the Goods will be ready for shipment or tendered to the applicable carrier unless expressly stated otherwise.

A shipment date is not a guaranteed destination arrival date.

Transit time is separate from manufacturing or order lead time and may be affected by:

(a) carrier performance;

(b) weather;

(c) customs;

(d) port congestion;

(e) border processing;

(f) dangerous-goods restrictions;

(g) governmental action;

(h) transportation capacity;

(i) labor interruption; and

(j) other logistics conditions.

10.5 No Time-Is-of-the-Essence Obligation

Time is not of the essence with respect to Orbis’s delivery or performance obligations unless the Contract expressly states:

“TIME IS OF THE ESSENCE”

and such language is specifically accepted by an authorized representative of Orbis in Writing.

A Customer Purchase Order, prime contract, project specification, schedule, procurement portal, or other Customer document shall not impose a time-is-of-the-essence obligation upon Orbis unless expressly accepted by Orbis.

10.6 Guaranteed Dates

A delivery, shipment, completion, or performance date is guaranteed only where Orbis expressly identifies the date as guaranteed in the applicable Contract.

The use of terms such as:

(a) “expected”;

(b) “estimated”;

(c) “anticipated”;

(d) “target”;

(e) “approximately”;

(f) “typically”;

(g) “planned”; or

(h) similar scheduling language

does not create a guaranteed date.

10.7 Customer-Caused Delay

Customer-caused delay includes any delay resulting from:

(a) late payment;

(b) delayed deposit;

(c) incomplete Purchase Order information;

(d) incomplete Project Information;

(e) delayed drawing or submittal approval;

(f) revised Project Information;

(g) Customer-requested changes;

(h) conflicting instructions;

(i) delayed responses to technical questions;

(j) delayed site readiness;

(k) delayed permit or AHJ action for matters within Customer’s responsibility;

(l) failure to provide shipping instructions;

(m) failure to accept or collect Goods;

(n) Customer-requested shipment postponement;

(o) Customer-requested manufacturing hold;

(p) inability of Customer’s carrier to collect Goods;

(q) Customer financing issues;

(r) delays caused by Customer’s owner, contractor, consultant, Engineer of Record, or other project participant; or

(s) any other act or omission of Customer or persons for whom Customer is responsible.

10.8 Schedule Extension for Customer Delay

Where Customer causes or contributes to delay, Orbis shall be entitled to a reasonable extension of time.

The schedule extension may exceed the exact number of days of Customer delay where the delay results in:

(a) loss of a reserved production slot;

(b) loss of Manufacturer production position;

(c) supplier rescheduling;

(d) labor or resource reallocation;

(e) expiration of freight reservations;

(f) reengineering;

(g) revised testing schedules;

(h) material unavailability;

(i) holiday shutdowns;

(j) factory shutdowns; or

(k) other consequential scheduling effects.

Orbis is not required to restore the original schedule through overtime, premium freight, expedited production, or other additional expense unless Customer agrees to pay the resulting cost and Orbis agrees that acceleration is feasible.

10.9 Customer Holds

If Customer requests that Orbis place an order, shipment, engineering activity, or manufacturing activity on hold, Orbis may require Written confirmation of the hold.

During the hold period:

(a) original delivery dates are suspended;

(b) production or supplier positions may be released;

(c) pricing may be subject to adjustment as permitted by the Contract;

(d) completed Goods may be transferred to storage;

(e) storage or preservation charges may apply; and

(f) reactivation shall be subject to then-current scheduling availability.

10.10 Resumption After Customer Hold

Upon Customer’s request to resume a suspended order, Orbis shall provide a revised schedule based upon then-current production, supplier, and logistics conditions.

Orbis is not obligated to resume the order on the original schedule.

Any reasonable remobilization, reengineering, reinspection, storage-release, supplier, or other reactivation cost may be charged to Customer.

10.11 Delayed Approvals

Where Customer or a third party for whom Customer is responsible is required to review or approve drawings, calculations, submittals, equipment selections, Documentation, or other project information, the applicable schedule assumes timely approval.

If approval is delayed, Orbis may revise:

(a) engineering completion;

(b) procurement dates;

(c) production release;

(d) shipment dates;

(e) commissioning dates; and

(f) other dependent milestones.

10.12 Approval with Comments

An approval that includes comments, revisions, qualifications, or additional requirements may constitute a change rather than an approval for production.

Orbis may evaluate the comments before determining whether the order is released.

Where such comments materially alter the agreed scope, Orbis may issue revised pricing and schedule before proceeding.

10.13 Manufacturer and Supplier Delays

Where Goods or components are sourced from third-party Manufacturers or suppliers, delivery may depend upon the Manufacturer’s or supplier’s production schedule and supply chain.

Orbis shall use commercially reasonable efforts to manage such orders but does not guarantee third-party production dates unless Orbis expressly accepts a guaranteed date in Writing.

A Manufacturer or supplier delay shall not constitute a breach by Orbis where the delay is outside Orbis’s reasonable control and Orbis has exercised commercially reasonable efforts under the circumstances.

10.14 Component Shortages and Substitutions

If a component becomes unavailable or materially delayed, Orbis may:

(a) propose an equivalent or suitable substitute;

(b) revise the affected schedule;

(c) source from another approved supplier;

(d) offer partial shipment; or

(e) take other commercially reasonable measures.

Where Customer rejects a technically acceptable substitute for reasons not based on an express Contract requirement, resulting delay may be treated as Customer-caused delay.

10.15 Partial Availability

Where only part of an order is delayed, Orbis may ship available Goods separately unless prohibited by the Contract.

Partial shipment may be used to reduce overall project delay.

Customer shall not refuse otherwise conforming available Goods solely because another portion of the order remains pending.

10.16 Expediting

Customer may request expedited engineering, manufacturing, procurement, freight, Documentation, or other performance.

Expediting is subject to:

(a) Orbis approval;

(b) Manufacturer availability;

(c) supplier availability;

(d) carrier availability;

(e) technical feasibility; and

(f) payment of applicable expediting or premium costs.

Orbis does not guarantee that expediting will achieve Customer’s requested date unless expressly agreed in Writing.

10.17 Premium Freight

Where Customer requests premium freight, air freight, dedicated trucking, courier service, priority freight, or other expedited transportation to recover schedule, Customer shall bear the additional cost unless the need for such premium freight results solely from an Orbis breach for which Orbis has expressly accepted responsibility.

10.18 No Liquidated Damages Unless Expressly Accepted

Orbis shall not be liable for liquidated damages, delay damages, schedule penalties, milestone penalties, backcharges, acceleration costs, loss-of-production charges, or other contractual damages imposed upon Customer by an owner, contractor, end user, or other third party unless:

(a) the specific liability is expressly identified in the Contract;

(b) Orbis expressly accepts such liability in Writing; and

(c) the applicable amount, formula, cap, and triggering conditions are expressly stated.

A general reference to Customer’s project documents, prime contract, subcontract, schedule, or flow-down requirements does not constitute acceptance by Orbis of liquidated damages or delay penalties.

10.19 No Pass-Through Delay Liability

Customer shall not pass through to Orbis delay claims asserted against Customer by another project participant unless Orbis expressly agreed in Writing to the applicable schedule obligation and resulting liability.

Orbis’s knowledge that Customer is subject to a project schedule does not constitute acceptance of Customer’s delay exposure.

10.20 Customer Duty to Mitigate Delay

Customer shall take commercially reasonable steps to mitigate project delay, including, as applicable:

(a) timely review of Documentation;

(b) timely responses to technical questions;

(c) acceptance of reasonable partial shipments;

(d) coordination of available equipment;

(e) consideration of technically acceptable substitutions;

(f) timely site preparation; and

(g) avoidance of unnecessary shipment holds.

Customer may not recover delay-related costs that could reasonably have been avoided through commercially reasonable mitigation.

10.21 Delay Does Not Excuse Payment

Delay in delivery or performance does not excuse Customer from paying:

(a) invoices already due;

(b) completed milestones;

(c) Goods already delivered;

(d) completed Services;

(e) non-cancellable supplier commitments; or

(f) other amounts properly due under the Contract.

10.22 Delay and Cancellation

A delay does not automatically create a Customer right to cancel an accepted order.

Cancellation rights, if any, are governed by Section 7 and any express project-specific provisions in the Contract.

Custom, special-order, Manufacturer-committed, and project-specific Goods remain subject to the applicable cancellation restrictions notwithstanding schedule changes, except where Applicable Law requires otherwise.

10.23 Storage Caused by Customer Delay

If Goods are complete or available for shipment but Customer:

(a) requests delayed shipment;

(b) cannot accept delivery;

(c) has not paid amounts required before shipment;

(d) has not provided shipping instructions;

(e) has not completed import arrangements;

(f) has not arranged pickup; or

(g) otherwise prevents shipment,

Orbis may place the Goods into storage at Customer’s cost and risk as permitted by the applicable delivery terms.

10.24 Storage Charges

Customer may be charged reasonable storage and related costs, including:

(a) warehouse fees;

(b) Manufacturer storage fees;

(c) handling;

(d) transfer charges;

(e) preservation;

(f) battery maintenance;

(g) inspection;

(h) corrosion protection;

(i) pressure checks;

(j) repackaging;

(k) insurance where specifically obtained for Customer; and

(l) rehandling or redelivery.

10.25 Deemed Readiness for Payment

Where payment is tied to shipment or completion of manufacturing and Customer prevents shipment after the Goods are completed and ready, Orbis may deem the applicable shipment or manufacturing milestone achieved for invoicing purposes.

Customer may not defer an otherwise due payment merely by requesting delayed pickup or shipment.

10.26 Long-Term Storage Risks

Customer acknowledges that prolonged storage may affect equipment and may require periodic preservation or maintenance.

Orbis is not responsible for deterioration resulting from extended Customer-requested storage where:

(a) appropriate preservation was declined;

(b) storage exceeds Manufacturer recommendations;

(c) Customer controls the storage conditions; or

(d) deterioration results from environmental conditions outside Orbis’s control.

10.27 Project Schedule Coordination

Orbis may cooperate with Customer concerning project scheduling but is responsible only for schedule obligations expressly accepted in the Contract.

Participation in:

(a) scheduling meetings;

(b) project calls;

(c) construction schedules;

(d) look-ahead schedules;

(e) critical-path discussions;

(f) procurement schedules; or

(g) contractor coordination

does not incorporate the overall project schedule into the Contract.

10.28 Schedule Updates

Orbis may provide schedule updates as information becomes available.

A revised estimate or forecast does not constitute:

(a) admission of breach;

(b) acceptance of delay liability;

(c) waiver of an excusable delay; or

(d) creation of a new guaranteed completion date,

unless expressly agreed in Writing.

10.29 Forecast Dates from Third Parties

Dates communicated by Orbis that originate from a Manufacturer, supplier, carrier, customs broker, or other third party are provided based upon information supplied to Orbis.

Such information may change.

Orbis shall not be deemed to guarantee a third-party forecast merely by communicating it to Customer.

10.30 Customer Coordination With End Users

Customer is responsible for communicating realistic and appropriately qualified delivery expectations to its own customers, owners, end users, contractors, and other project participants.

Customer shall not represent an Orbis estimated date as a guaranteed contractual commitment unless Orbis has expressly issued such guarantee.

10.31 No Consequential Schedule Liability

Any liability of Orbis arising from delay remains subject to the limitation-of-liability and exclusion-of-damages provisions of these Terms.

Without limiting those provisions, Orbis shall not be liable for indirect or consequential losses arising from delay, including:

(a) lost profits;

(b) lost production;

(c) business interruption;

(d) loss of use;

(e) extended general conditions;

(f) contractor overhead;

(g) financing costs;

(h) penalties owed by Customer to others;

(i) reputational loss; or

(j) other indirect or consequential schedule-related damages,

except to the extent such exclusion is prohibited by Applicable Law or Orbis expressly accepts such liability in the Contract.

10.32 Concurrent Delay

Where delay results from multiple causes, including both Customer-related causes and circumstances attributable to Orbis, any schedule impact shall be reasonably allocated based upon the extent to which each cause materially affected performance.

Customer shall not recover delay damages for periods during which Customer’s own act or omission independently prevented timely performance.

10.33 Recovery Schedule

If an excusable delay occurs, Orbis may revise the schedule based upon commercially reasonable recovery rather than immediate restoration of the original completion date.

Orbis is not obligated to incur extraordinary acceleration costs to overcome excusable delay.

10.34 Force Majeure

Delays arising from Force Majeure Events shall be governed by the Force Majeure provisions of these Terms.

Nothing in this Section limits Orbis’s rights under those provisions.

10.35 Material Basis of Schedule Terms

Customer acknowledges that manufacturing, engineered equipment, suppression systems, Fire Pump Packages, Third-Party Equipment, pressurized Goods, and international shipments may depend upon multiple suppliers, Manufacturers, regulatory requirements, and logistics providers.

The schedule provisions of this Section are a material basis of Orbis’s pricing and acceptance of orders.

11. INSPECTION, ACCEPTANCE, NONCONFORMING GOODS, RETURNS, AND RMA PROCEDURES

11.1 Customer Inspection Obligation

Customer shall inspect Goods promptly after receipt.

The inspection should include, as applicable:

(a) quantity;

(b) part number;

(c) model;

(d) visible physical condition;

(e) packaging condition;

(f) apparent shipping damage;

(g) obvious configuration discrepancies;

(h) obvious dimensional discrepancies;

(i) accessories and loose-shipped components;

(j) documentation included with the shipment; and

(k) other matters reasonably identifiable through ordinary receiving inspection.

Customer shall not be required to disassemble, destructively test, pressurize, energize, operate, or commission Goods solely to satisfy its initial receiving inspection obligation.

11.2 Visible Freight Damage

Visible freight damage is governed by the shipping provisions of these Terms.

Customer shall document visible transportation damage at delivery and pursue the applicable carrier or cargo-insurance process where risk of loss has transferred to Customer.

Freight damage does not automatically constitute a product defect or warranty claim against Orbis.

11.3 Concealed Freight Damage

Damage discovered after unpacking that reasonably appears to have occurred during transportation shall be treated as concealed freight damage rather than a manufacturing defect where the evidence supports such conclusion.

Customer shall preserve:

(a) the Goods;

(b) packaging;

(c) shipping labels;

(d) pallet or crate materials;

(e) photographs;

(f) delivery records; and

(g) other reasonably relevant evidence

until the applicable transportation claim has been evaluated.

11.4 Shipping Shortages

Customer shall report apparent shipping shortages no later than ten (10) Business Days after receipt unless a shorter carrier claim period applies.

A shortage claim shall identify:

(a) Purchase Order or order number;

(b) applicable packing list;

(c) item alleged to be missing;

(d) quantity received;

(e) quantity expected; and

(f) reasonable supporting documentation.

Failure to report an apparent shortage within the applicable period may constitute acceptance of the shipment quantity to the extent permitted by Applicable Law, except for shortages that could not reasonably have been discovered through ordinary receiving inspection.

11.5 Incorrect Goods

Customer shall promptly notify Orbis if the Goods received materially differ from the applicable Contract or shipping Documentation.

Where incorrect Goods are alleged, Customer shall, where reasonably practicable:

(a) segregate the Goods;

(b) refrain from installation;

(c) refrain from modification;

(d) refrain from filling, charging, pressurization, programming, or energization;

(e) preserve labels and packaging; and

(f) permit Orbis a reasonable opportunity to verify the alleged discrepancy.

11.6 Apparent Nonconformity

Customer shall notify Orbis promptly after discovery of any apparent nonconformity reasonably identifiable upon receipt.

An apparent nonconformity may include:

(a) wrong model;

(b) wrong quantity;

(c) incorrect voltage;

(d) incorrect frequency;

(e) incorrect phase;

(f) material physical damage not caused by transportation;

(g) missing required accessories;

(h) obvious configuration error;

(i) incorrect labeling materially affecting use; or

(j) another readily observable deviation from the Contract.

11.7 Latent Defects

A defect that could not reasonably have been discovered through ordinary receipt inspection is not waived merely because Customer accepted delivery or failed to identify the defect within the initial inspection period.

Latent defects shall be governed by the applicable express warranty and warranty claim procedures.

11.8 Acceptance of Goods

Subject to Customer’s continuing rights for latent defects under the applicable warranty, Goods shall be deemed accepted upon the earliest of:

(a) Customer’s express acceptance;

(b) installation of the Goods;

(c) incorporation of the Goods into another system or assembly;

(d) modification of the Goods;

(e) filling, charging, programming, energization, or commissioning;

(f) resale or transfer to a third party;

(g) use of the Goods; or

(h) expiration of ten (10) Business Days after delivery without Written notice of a reasonably discoverable material nonconformity.

Acceptance does not waive a valid latent-defect warranty claim.

11.9 Installation Before Inspection

Customer shall not install Goods that Customer knows, or reasonably should know, are materially incorrect or visibly damaged without first contacting Orbis.

If Customer knowingly installs or materially alters Goods despite an apparent discrepancy, Orbis shall not be responsible for additional costs caused by the decision to proceed to the extent those costs could reasonably have been avoided.

11.10 No Automatic Rejection Right

A minor discrepancy, cosmetic issue, packaging issue, non-material variation, or other condition that does not materially impair the intended function, safety, performance, certification, or installation of the Goods does not entitle Customer to reject the entire shipment.

Where the issue can reasonably be corrected through:

(a) replacement of a component;

(b) supply of a missing accessory;

(c) technical correction;

(d) relabeling;

(e) Documentation correction; or

(f) another commercially reasonable remedy,

Orbis shall have the opportunity to provide such remedy before Customer rejects or replaces the Goods.

11.11 Cure Rights

Where Orbis is responsible for a material nonconformity, Orbis shall have a reasonable opportunity to inspect and cure the issue.

Subject to the applicable warranty and Contract, Orbis may elect to:

(a) repair the affected Goods;

(b) replace the affected Goods;

(c) provide replacement components;

(d) correct Documentation;

(e) reconfigure or reprogram the affected equipment;

(f) issue a credit;

(g) authorize return; or

(h) provide another commercially reasonable remedy.

Customer shall reasonably cooperate with such cure.

11.12 No Unauthorized Self-Help

Customer shall not, without first providing Orbis a reasonable opportunity to evaluate and cure an alleged Orbis-responsible nonconformity:

(a) procure substitute equipment at Orbis’s expense;

(b) hire third-party labor and charge Orbis;

(c) modify the Goods;

(d) perform unauthorized repair;

(e) dispose of the Goods;

(f) return the Goods;

(g) issue a backcharge; or

(h) deduct alleged corrective costs from amounts owed to Orbis,

except where immediate action is reasonably necessary to address an imminent safety risk or prevent substantial additional damage.

Where emergency action is necessary, Customer shall notify Orbis as soon as reasonably practicable and preserve reasonable evidence concerning the condition and corrective action.

11.13 Return Authorization Required

No Goods may be returned to Orbis without prior Written return authorization.

Orbis may issue a Return Material Authorization or “RMA” identifying:

(a) authorized Goods;

(b) return location;

(c) packaging requirements;

(d) transportation requirements;

(e) dangerous-goods requirements;

(f) required documentation;

(g) applicable inspection conditions; and

(h) any other return instructions.

Issuance of an RMA does not constitute admission that the Goods are defective or that Orbis is financially responsible for the return.

11.14 Unauthorized Returns

Goods returned without authorization may, at Orbis’s option:

(a) be refused;

(b) be returned to Customer at Customer’s expense;

(c) be placed into storage at Customer’s expense; or

(d) be held pending Customer instructions.

Unauthorized return does not cancel Customer’s payment obligation.

11.15 Condition of Returned Goods

Unless the return concerns a verified defect that prevents compliance, returned Goods must be:

(a) complete;

(b) unmodified;

(c) reasonably clean;

(d) properly packaged;

(e) accompanied by all applicable accessories;

(f) accompanied by the RMA documentation; and

(g) in a condition suitable for safe handling and inspection.

Orbis may reduce or deny return credit for missing, damaged, modified, contaminated, incomplete, or improperly packaged Goods.

11.16 Standard Stock Returns

Orbis may, in its discretion, accept return of unused Standard Stock Goods.

Unless otherwise agreed, such returns may be subject to:

(a) prior RMA approval;

(b) a restocking fee;

(c) inspection;

(d) freight at Customer’s expense;

(e) deduction for damaged packaging;

(f) deduction for missing components;

(g) deduction for diminished resale value; and

(h) other reasonable return-processing costs.

Acceptance of a return is discretionary unless the return results from Orbis’s breach or another express contractual right.

11.17 Non-Returnable Goods

Unless Orbis expressly agrees otherwise in Writing, the following Goods are non-returnable except for a verified defect or shipment error for which Orbis is responsible:

(a) custom Goods;

(b) special-order Goods;

(c) project-specific Goods;

(d) configured or programmed Goods;

(e) Manufacturer-committed Goods;

(f) Fire Pump Packages;

(g) custom pump controllers;

(h) custom skids;

(i) project-specific total flooding equipment;

(j) custom manifolds;

(k) custom nozzles;

(l) custom piping assemblies;

(m) custom-labeled Goods;

(n) opened extinguishing-agent containers;

(o) charged or filled cylinders;

(p) pressurized Goods;

(q) dangerous goods;

(r) hazardous materials;

(s) cut-to-length tubing;

(t) specially fabricated components;

(u) Goods modified by Customer;

(v) Goods that have been installed or commissioned; and

(w) Goods designated as non-returnable in the Quotation or Order Acknowledgment.

11.18 Charged Cylinders and Regulated Materials

Charged cylinders, compressed gases, extinguishing agents, pressurized containers, batteries, and other regulated materials shall not be returned without specific Written transportation instructions from Orbis.

Customer is responsible for complying with all applicable requirements concerning:

(a) depressurization, where authorized;

(b) valve protection;

(c) hazardous-material classification;

(d) dangerous-goods packaging;

(e) labels;

(f) shipping papers;

(g) carrier eligibility;

(h) cylinder condition;

(i) environmental requirements; and

(j) other applicable transportation laws.

Customer shall not ship regulated material to Orbis using an unauthorized parcel carrier or transportation method.

11.19 Fire Pump Package Returns

Fire Pump Packages and related project-specific equipment are not ordinary stock merchandise and are generally non-returnable.

Orbis shall not be required to accept return solely because:

(a) Customer ordered the wrong duty point;

(b) the project’s hydraulic requirements changed;

(c) Customer specified the wrong voltage, frequency, phase, or driver;

(d) the site conditions differ from Customer-Furnished Information;

(e) the owner changed requirements;

(f) the project was cancelled;

(g) Customer lost the project;

(h) Customer no longer needs the equipment; or

(i) the equipment does not fit because of incorrect Customer dimensions.

Where Orbis supplied equipment materially inconsistent with the Contract, the applicable cure and warranty provisions shall govern.

11.20 Total Flooding System Returns

Total Flooding System equipment is generally non-returnable once configured, filled, manufactured, allocated, or prepared for the project.

A change to:

(a) room volume;

(b) hazard;

(c) agent quantity;

(d) cylinder quantity;

(e) pipe layout;

(f) nozzle arrangement;

(g) detection;

(h) releasing equipment;

(i) occupancy;

(j) project specification; or

(k) AHJ requirement

does not create an automatic right to return previously conforming Goods.

11.21 Pre-Engineered System Returns

Unused standard Pre-Engineered System components may be eligible for return only with Orbis’s prior Written approval.

Complete configured systems, filled cylinders, cut detection tubing, project-specific kits, custom labeling, and installed equipment may be treated as non-returnable.

11.22 Control and Electronic Equipment

Electronic equipment may be non-returnable after:

(a) installation;

(b) energization;

(c) programming;

(d) configuration;

(e) firmware modification;

(f) removal of protective packaging where resale condition is affected; or

(g) connection to field wiring,

except where return is required as an applicable warranty remedy.

11.23 Return Freight

Where return results from:

(a) Customer error;

(b) Customer-requested cancellation;

(c) Customer change;

(d) discretionary stock return; or

(e) another matter not caused by Orbis,

Customer shall bear return freight, insurance, dangerous-goods charges, customs charges, and related costs.

Where Orbis verifies that the return is required solely because Orbis supplied materially nonconforming Goods, Orbis shall bear commercially reasonable transportation costs for the authorized return or provide other return instructions.

11.24 International Returns

International returns are subject to Orbis’s prior Written approval and may require:

(a) export Documentation;

(b) import Documentation;

(c) returned-goods customs procedures;

(d) temporary import arrangements;

(e) duties;

(f) taxes;

(g) customs bonds;

(h) dangerous-goods handling;

(i) broker fees; or

(j) other regulatory procedures.

Orbis is not responsible for avoidable duties, taxes, penalties, storage, or customs charges caused by Customer’s failure to follow Orbis return instructions.

11.25 Returned Goods Inspection

Returned Goods may be inspected and tested by Orbis or the applicable Manufacturer.

Such inspection may evaluate:

(a) product condition;

(b) installation damage;

(c) contamination;

(d) unauthorized modification;

(e) misuse;

(f) overpressure;

(g) electrical damage;

(h) corrosion;

(i) incorrect agent;

(j) improper service;

(k) field wiring;

(l) evidence of transportation damage;

(m) maintenance history; and

(n) other conditions relevant to the alleged defect.

11.26 No-Fault-Found Returns

Where Goods returned as allegedly defective are tested and no covered defect is found, Orbis may:

(a) return the Goods to Customer;

(b) charge reasonable testing or inspection costs;

(c) charge return freight;

(d) charge repackaging costs; and

(e) charge other reasonable costs associated with evaluation,

provided such charges are commercially reasonable and permitted by Applicable Law.

11.27 Damage Caused During Return

Customer is responsible for damage occurring during return transportation where risk of loss remains with Customer.

Customer shall properly package and insure returned Goods where instructed.

Orbis is not responsible for return-shipping damage caused by insufficient packaging, improper cylinder protection, unauthorized transportation methods, or carrier handling for which Orbis does not bear risk.

11.28 Returned Goods Credit

Where Orbis approves a non-warranty return for credit, credit shall be based upon:

(a) original purchase price;

less, as applicable:

(b) restocking fees;

(c) inspection charges;

(d) repair or repackaging costs;

(e) missing component costs;

(f) freight;

(g) customs charges;

(h) diminished resale value; and

(i) other agreed return charges.

No cash refund is required where the parties have expressly agreed to account credit.

11.29 Warranty Returns

Where a return is made under the express warranty, the remedies and allocation of costs shall be governed by the warranty section of these Terms.

This Section does not expand the scope or duration of the warranty.

11.30 Preservation of Evidence

Customer shall preserve allegedly defective Goods and reasonable evidence concerning the failure until Orbis has had an opportunity to evaluate the claim.

Customer shall not destroy, discard, scrap, disassemble, materially alter, or otherwise make the allegedly defective Goods unavailable for reasonable evaluation without Orbis’s consent, except where necessary for safety or required by law.

Failure to preserve relevant evidence may affect Customer’s claim to the extent Orbis is materially prejudiced by the loss of evidence.

11.31 Incident Documentation

Where an alleged product defect is associated with:

(a) system discharge;

(b) fire;

(c) personal injury;

(d) significant property damage;

(e) pump failure;

(f) system non-operation;

(g) unintended activation; or

(h) another material incident,

Customer shall provide Orbis with reasonably available information concerning the incident, including:

(i) photographs;

(j) video;

(k) alarm records;

(l) maintenance records;

(m) commissioning records;

(n) pressure readings;

(o) control-panel logs;

(p) inspection history;

(q) site conditions;

(r) relevant drawings;

(s) installation information; and

(t) other reasonably relevant evidence.

11.32 Post-Incident Alteration

Following a significant incident, Customer shall not alter the affected equipment before reasonable investigation where preservation is safe and legally permitted.

Emergency actions necessary to protect life, property, or the environment are permitted.

11.33 Technical Investigation Does Not Admit Liability

Orbis’s inspection, testing, site visit, technical assistance, replacement of components, participation in an investigation, or other response to a claim does not constitute:

(a) admission of defect;

(b) admission of negligence;

(c) admission of contractual liability;

(d) waiver of defenses; or

(e) acceptance of costs incurred by Customer.

11.34 Customer’s Duty to Prevent Further Damage

Upon discovering an apparent defect or malfunction, Customer shall take commercially reasonable steps to prevent further damage.

Where continued operation could reasonably create unsafe conditions or increase damage, Customer shall discontinue use of the affected Goods until the condition has been appropriately evaluated.

11.35 No Waiver of Safety Obligations

Nothing in the inspection, acceptance, return, or RMA process authorizes Customer to continue operating equipment that is unsafe or contrary to Applicable Law, applicable Manufacturer instructions, or Orbis safety Documentation.

11.36 Survival of Warranty Rights

Acceptance of Goods, payment, installation, or expiration of the initial receiving-inspection period does not extinguish a valid claim for a latent defect covered by an applicable express warranty.

Likewise, warranty rights do not create a general right to return conforming Goods for convenience.

11.37 Material Basis of Return Policy

Customer acknowledges that many Goods supplied by Orbis are engineered, configured, filled, charged, programmed, manufactured, or procured specifically for a particular application and may have limited or no resale value after order fulfillment.

The inspection, acceptance, return, and RMA provisions of this Section are a material basis of Orbis’s pricing and acceptance of orders.

12. INSTALLATION, COMMISSIONING, TESTING, TRAINING, INSPECTION, MAINTENANCE, RECHARGE, AND SERVICE RESPONSIBILITY

12.1 General Installation Responsibility

Unless installation is expressly included in the Contract, Orbis supplies Goods on an equipment-supply basis only.

Customer is responsible for ensuring that all Goods are installed by personnel who are appropriately qualified, trained, licensed, certified, or otherwise authorized as required by:

(a) Applicable Law;

(b) the AHJ;

(c) applicable codes and standards;

(d) Orbis Documentation;

(e) Manufacturer Documentation;

(f) project specifications; and

(g) the nature of the work being performed.

The party performing the installation remains responsible for installation workmanship, means and methods, field coordination, safety, and compliance within its scope.

12.2 Compliance With Installation Documentation

Goods shall be installed in accordance with the applicable:

(a) Orbis installation instructions;

(b) Manufacturer instructions;

(c) approved project Documentation;

(d) drawings;

(e) technical limitations;

(f) safety instructions;

(g) applicable codes and standards; and

(h) AHJ requirements.

Customer shall ensure that installers have access to the applicable Documentation before installation begins.

12.3 Installer Verification Before Work

Before beginning installation, Customer and the installing contractor shall verify:

(a) that the Goods correspond to the approved project requirements;

(b) actual field dimensions;

(c) mounting locations;

(d) connection sizes;

(e) piping interfaces;

(f) electrical characteristics;

(g) voltage;

(h) phase;

(i) frequency;

(j) control requirements;

(k) environmental conditions;

(l) access and clearances;

(m) support requirements;

(n) suitability of the installation location; and

(o) any other field condition reasonably relevant to safe and proper installation.

Any material discrepancy shall be reported to Orbis before the affected installation proceeds.

12.4 Installation Means and Methods

Unless expressly included in the Contract, Orbis is not responsible for determining or supervising:

(a) lifting methods;

(b) rigging methods;

(c) scaffolding;

(d) temporary supports;

(e) structural reinforcement;

(f) welding procedures;

(g) electrical lockout/tagout;

(h) confined-space procedures;

(i) hot-work procedures;

(j) site safety;

(k) construction sequencing;

(l) trade coordination;

(m) excavation;

(n) penetration sealing;

(o) field fabrication;

(p) equipment access;

(q) disposal of construction waste; or

(r) other installation means and methods.

Such matters remain the responsibility of Customer and its contractors.

12.5 Structural Adequacy and Mounting

Customer is responsible for ensuring that floors, walls, frames, foundations, pads, supports, anchors, brackets, and other structures used to support the Goods are suitable for:

(a) equipment dead load;

(b) operating load;

(c) vibration;

(d) discharge reaction forces;

(e) seismic loads where applicable;

(f) environmental loads; and

(g) other loads imposed by the installed equipment.

Supply of a mounting bracket, skid, base, or mounting detail by Orbis does not constitute structural certification of Customer’s building or support structure.

12.6 Piping Installation

Unless piping installation is expressly included in Orbis’s scope, Customer and its piping contractor are responsible for:

(a) field routing;

(b) pipe support;

(c) alignment;

(d) slope where applicable;

(e) cleanliness;

(f) flushing where applicable;

(g) correct fittings;

(h) joint preparation;

(i) torque;

(j) sealing compounds;

(k) pressure rating;

(l) corrosion protection;

(m) protection from mechanical damage;

(n) avoidance of prohibited restrictions;

(o) compliance with approved hydraulic or flow design; and

(p) final field workmanship.

Unauthorized deviation from an approved suppression-system pipe network may affect system performance and may require recalculation.

12.7 Fire Pump Piping Responsibility

For Fire Pump Packages, Customer is responsible for the design and installation of suction, discharge, bypass, test, drain, sensing, and other field piping unless expressly included in the Contract.

Customer shall ensure that field piping does not impose unacceptable:

(a) strain;

(b) misalignment;

(c) turbulence;

(d) suction restriction;

(e) air entrainment;

(f) vibration;

(g) hydraulic imbalance; or

(h) other adverse condition

upon the pump or connected equipment.

Orbis shall not be responsible for pump performance deficiencies caused by improper field piping, inadequate suction conditions, or hydraulic conditions differing from those supplied to Orbis.

12.8 Electrical Installation

Unless expressly included, Customer is responsible for all field electrical work, including:

(a) branch circuits;

(b) feeders;

(c) disconnects;

(d) grounding;

(e) bonding;

(f) conduit;

(g) field wiring;

(h) overcurrent protection;

(i) phase rotation;

(j) voltage verification;

(k) generator interfaces;

(l) building alarm interfaces;

(m) shutdown circuits;

(n) remote signals; and

(o) external controls.

Electrical installation shall be performed by qualified personnel in accordance with Applicable Law and applicable electrical and fire alarm requirements.

12.9 Correct Electrical Supply

Customer shall verify before energization that electrical equipment is connected to the correct:

(a) voltage;

(b) frequency;

(c) phase;

(d) current capacity;

(e) control voltage; and

(f) power quality.

Damage resulting from incorrect electrical supply, improper field wiring, phase loss, voltage imbalance, surge, improper generator output, inadequate grounding, or other external electrical conditions is not an Orbis product defect to the extent caused by such conditions.

12.10 Pre-Engineered Suppression System Installation

Pre-Engineered Systems shall be installed strictly within the limitations established in the applicable Orbis Documentation.

Depending upon system type, installation requirements may include:

(a) cylinder orientation;

(b) cylinder support;

(c) detection tubing routing;

(d) detection tubing support spacing;

(e) minimum bend radius;

(f) tubing length limitations;

(g) nozzle quantity;

(h) nozzle orientation;

(i) nozzle coverage;

(j) piping length limitations;

(k) pressure requirements;

(l) environmental limitations;

(m) enclosure volume limitations; and

(n) system activation procedures.

Customer shall not assume that a configuration outside the published limitations will perform properly merely because the individual components are mechanically compatible.

12.11 Detection Tubing

Where a system uses pneumatic heat-detection tubing, Customer shall ensure that the tubing is:

(a) the correct approved type;

(b) installed within applicable temperature limitations;

(c) routed in suitable proximity to the protected hazard;

(d) protected from abrasion;

(e) protected from sharp edges;

(f) installed without prohibited kinks;

(g) installed within applicable bend-radius requirements;

(h) properly supported;

(i) properly terminated;

(j) properly pressurized;

(k) leak-tested; and

(l) protected from incompatible chemicals or environmental exposure.

Unauthorized tubing types, fittings, repairs, splices, or substitutions may affect system performance and applicable approvals.

12.12 Nozzle and Discharge Arrangement

Nozzles and discharge components shall be installed in the quantity, orientation, location, elevation, and configuration required by the applicable system Documentation.

Nozzles shall not be:

(a) relocated;

(b) obstructed;

(c) painted over;

(d) reduced;

(e) enlarged;

(f) capped;

(g) replaced with unapproved components; or

(h) otherwise modified

without appropriate technical review.

12.13 Total Flooding System Installation

For Total Flooding Systems, Customer and the installing contractor are responsible for ensuring that the installed system corresponds with the approved design, including:

(a) cylinder quantity;

(b) agent quantity;

(c) manifold arrangement;

(d) pipe sizes;

(e) pipe lengths;

(f) fittings;

(g) nozzle locations;

(h) nozzle orifices;

(i) detection devices;

(j) releasing devices;

(k) alarm devices;

(l) abort devices where applicable;

(m) manual release;

(n) shutdown interfaces;

(o) ventilation interfaces;

(p) pressure-relief provisions; and

(q) other design features.

Field changes affecting hydraulic performance or extinguishing concentration shall not be made without appropriate review.

12.14 Enclosure Completion Before Commissioning

A Total Flooding System shall not be considered ready for final commissioning until the protected enclosure is substantially complete and representative of its intended operating condition.

Customer is responsible for identifying changes such as:

(a) new penetrations;

(b) unsealed cable openings;

(c) door modifications;

(d) wall changes;

(e) ceiling changes;

(f) ventilation changes;

(g) raised-floor changes;

(h) equipment changes; or

(i) other conditions

that may affect extinguishing concentration or retention.

12.15 Carbon Dioxide System Installation

Carbon dioxide systems shall be installed, tested, and placed into service only by qualified personnel familiar with the life-safety hazards associated with CO₂.

Customer and the responsible design and installation professionals are responsible for implementing all required:

(a) pre-discharge alarms;

(b) discharge alarms;

(c) time delays;

(d) warning signs;

(e) manual releases;

(f) lockout provisions;

(g) evacuation procedures;

(h) ventilation provisions;

(i) emergency procedures;

(j) personnel safeguards; and

(k) other applicable life-safety requirements.

12.16 Commissioning

Commissioning means the applicable process of verifying that installed Goods have been placed into operational condition in accordance with the agreed commissioning scope.

Commissioning is included only where expressly identified in the Contract.

Where commissioning is not included, Customer is responsible for arranging commissioning by appropriately qualified personnel.

12.17 Commissioning Is Not Installation

Where Orbis provides commissioning or commissioning assistance, Orbis is entitled to assume that the installation has been properly completed and is ready for commissioning.

Commissioning does not transfer responsibility for installation workmanship to Orbis.

Orbis’s commissioning activities shall not make Orbis responsible for concealed defects in installation work that could not reasonably be identified within the commissioning scope.

12.18 Commissioning Prerequisites

Before scheduled commissioning, Customer shall ensure, as applicable, that:

(a) installation is complete;

(b) piping is complete;

(c) wiring is complete;

(d) equipment is properly mounted;

(e) required utilities are available;

(f) electrical power is available;

(g) fuel is available;

(h) water supply is available;

(i) field piping has been appropriately tested;

(j) alarm interfaces are available;

(k) shutdown interfaces are available;

(l) required personnel are present;

(m) permits and site access are available;

(n) the protected enclosure is complete;

(o) the system is safe to test; and

(p) all other agreed commissioning prerequisites have been satisfied.

12.19 Incomplete Site at Commissioning

Orbis may suspend, postpone, or limit commissioning where the site is:

(a) incomplete;

(b) unsafe;

(c) inaccessible;

(d) materially inconsistent with approved Documentation;

(e) missing utilities;

(f) missing required Customer personnel;

(g) missing required equipment;

(h) not ready for testing; or

(i) otherwise unsuitable for commissioning.

Additional mobilization, travel, labor, accommodation, or rescheduling costs resulting from lack of site readiness may be charged to Customer.

12.20 Functional Testing

Customer shall ensure that required functional testing is performed in accordance with:

(a) applicable codes and standards;

(b) Orbis Documentation;

(c) Manufacturer Documentation;

(d) approved sequences of operation;

(e) project requirements; and

(f) AHJ requirements.

Functional testing may include, as applicable:

(g) alarm verification;

(h) supervisory verification;

(i) releasing-circuit verification;

(j) pressure-switch verification;

(k) shutdown verification;

(l) manual-release verification;

(m) abort-function verification;

(n) pump controller testing;

(o) driver testing;

(p) jockey pump testing; and

(q) other applicable system functions.

12.21 Discharge Testing

Actual discharge testing is not included unless expressly stated in the Contract.

Customer shall not intentionally discharge a fire suppression system merely for testing unless:

(a) such test is required;

(b) the system is designed for such testing;

(c) all safety requirements are satisfied;

(d) the required replacement agent and components are available; and

(e) appropriately qualified personnel supervise the test.

12.22 Fire Pump Acceptance Testing

Fire pump field acceptance testing is the responsibility of Customer and the responsible contractor or testing party unless expressly included in Orbis’s scope.

Testing shall be performed under actual site conditions and in accordance with applicable requirements.

Orbis’s factory pump curve or factory test documentation does not eliminate the need for required field acceptance testing.

12.23 Factory Testing Versus Field Performance

Factory testing verifies equipment under the conditions applicable to the factory test.

Factory test results do not constitute a guarantee that the complete installed system will achieve identical results where field conditions differ.

Field performance may be affected by installation, piping, water supply, electrical supply, elevation, environment, controls, and other project conditions.

12.24 Test Equipment

Unless expressly included, Customer is responsible for providing calibrated and suitable field test equipment required for installation or commissioning, including, where applicable:

(a) pressure gauges;

(b) flow meters;

(c) electrical meters;

(d) insulation testers;

(e) tachometers;

(f) leak-test equipment;

(g) test manifolds;

(h) gas-detection equipment; and

(i) other test instruments.

12.25 Test Records

Customer shall retain commissioning, inspection, maintenance, and test records as required by Applicable Law and good fire-protection practice.

Where Orbis performs commissioning or testing within its scope, Orbis may provide applicable records for the work actually performed.

12.26 Training

Training is included only where expressly stated.

Training may address:

(a) system overview;

(b) normal operation;

(c) basic inspection;

(d) alarm response;

(e) system isolation;

(f) commissioning procedures;

(g) recharge procedures where authorized;

(h) maintenance practices; and

(i) other agreed subjects.

12.27 Training Does Not Create Certification

Unless expressly stated otherwise, Orbis training does not constitute:

(a) government licensing;

(b) trade licensing;

(c) professional engineering certification;

(d) AHJ certification;

(e) statutory authorization;

(f) Manufacturer certification required by another manufacturer; or

(g) authorization to perform work prohibited by Applicable Law.

Customer remains responsible for ensuring that personnel performing work are legally qualified to do so.

12.28 Training of Customer Personnel

Where Customer elects to perform permitted inspection, maintenance, recharge, or service activities itself, Customer is responsible for ensuring that:

(a) appropriate personnel attend required training;

(b) procedures are understood;

(c) required equipment is available;

(d) applicable safety controls are implemented;

(e) current Documentation is maintained; and

(f) personnel remain competent to perform the work.

12.29 Inspection and Maintenance

Customer is responsible for ensuring that Goods are inspected and maintained at intervals required by:

(a) Applicable Law;

(b) applicable codes and standards;

(c) the AHJ;

(d) Orbis Documentation;

(e) Manufacturer Documentation; and

(f) site-specific conditions.

Where multiple requirements apply, Customer shall comply with the most stringent legally applicable requirement unless otherwise directed by the AHJ.

12.30 Maintenance Records

Customer shall maintain reasonable records of:

(a) inspections;

(b) pressure readings;

(c) functional tests;

(d) repairs;

(e) cylinder service;

(f) agent recharge;

(g) hydrostatic testing;

(h) replacement parts;

(i) software or programming changes;

(j) alarm events; and

(k) other material service activity.

Failure to maintain records may impair Customer’s ability to establish warranty coverage or proper maintenance history.

12.31 Failure to Maintain

Orbis shall not be responsible for a failure, deterioration, malfunction, false activation, non-activation, or reduced performance to the extent caused by:

(a) failure to inspect;

(b) failure to maintain;

(c) failure to replace worn or expired components;

(d) loss of system pressure;

(e) blocked nozzles;

(f) degraded detection tubing;

(g) discharged or depleted agent;

(h) dead or degraded batteries;

(i) contaminated components;

(j) corrosion;

(k) neglected pump maintenance;

(l) fuel deterioration;

(m) lack of lubrication;

(n) improper storage; or

(o) another maintenance deficiency.

12.32 Service Intervals

Published inspection or service intervals are minimum guidance unless Applicable Law, site conditions, the AHJ, or Manufacturer Documentation requires more frequent service.

Harsh environments may require increased inspection or replacement frequency.

Such environments may include:

(a) marine locations;

(b) outdoor exposure;

(c) corrosive atmospheres;

(d) high vibration;

(e) extreme temperatures;

(f) chemical exposure;

(g) dust;

(h) high humidity; and

(i) other severe-service conditions.

12.33 Recharge After Discharge

A suppression system that has discharged shall be considered out of service until it has been:

(a) inspected;

(b) repaired where required;

(c) recharged or refilled;

(d) fitted with required replacement components;

(e) leak-tested;

(f) recommissioned; and

(g) returned to operational condition.

Customer is responsible for providing alternate fire protection where required while the system is out of service.

12.34 Recharge Authorization

Pre-Engineered Systems may be recharged by Orbis or by appropriately qualified personnel where Orbis permits field recharge and the work is performed:

(a) using the correct agent;

(b) using the correct fill quantity;

(c) using the correct pressurizing gas;

(d) using approved filling equipment;

(e) at the correct pressure;

(f) using compatible replacement components;

(g) according to the applicable procedure; and

(h) in compliance with Applicable Law.

Training or availability of a filling adapter does not eliminate requirements imposed by law concerning cylinder filling, pressure vessels, hazardous materials, or fire-protection licensing.

12.35 Unauthorized Recharge

Orbis shall not be responsible for failures caused by unauthorized or improper:

(a) recharge;

(b) agent substitution;

(c) fill weight;

(d) pressurization;

(e) use of compressed air where dry nitrogen or another specified gas is required;

(f) contamination;

(g) moisture introduction;

(h) incorrect sealing materials;

(i) improper valve service; or

(j) use of incompatible components.

12.36 Clean Agent and Agent Purity

Where Customer or a third party supplies extinguishing agent for recharge, Customer is responsible for ensuring that the agent:

(a) is the correct chemical agent;

(b) meets the required purity;

(c) is uncontaminated;

(d) is legally permitted for the intended use;

(e) is compatible with the system; and

(f) is appropriately handled.

Orbis is not responsible for damage or performance failure caused by contaminated, counterfeit, degraded, incorrect, or incompatible agent supplied by others.

12.37 Detection Tubing After Activation

Detection tubing that has ruptured, discharged, been materially heat damaged, chemically degraded, mechanically damaged, or otherwise compromised shall be replaced as required by applicable Orbis Documentation.

Damaged tubing shall not be repaired by tape, patching, adhesive, heat joining, unauthorized splicing, or other improvised methods.

12.38 Cylinder Service

Cylinder removal, valve removal, internal service, depressurization, filling, hydrostatic testing, and other pressure-vessel work shall be performed only by appropriately qualified personnel and facilities.

Customer shall comply with applicable pressure-vessel and transportation requirements.

12.39 Hydrostatic Testing and Cylinder Recertification

Customer is responsible for ensuring that cylinders are hydrostatically tested, inspected, recertified, or removed from service at the intervals required by:

(a) Applicable Law;

(b) the cylinder specification;

(c) DOT requirements;

(d) TPED or other applicable pressure-equipment requirements;

(e) Manufacturer Documentation; and

(f) other applicable regulations.

Orbis does not undertake to monitor cylinder test dates after delivery unless such service is expressly included in a maintenance agreement.

12.40 Fire Pump Maintenance

Customer is responsible for inspection, testing, and maintenance of Fire Pump Packages in accordance with applicable requirements and Manufacturer Documentation.

Maintenance may include, as applicable:

(a) periodic pump operation;

(b) controller inspection;

(c) battery inspection;

(d) engine maintenance;

(e) fuel-system maintenance;

(f) cooling-system maintenance;

(g) lubrication;

(h) packing or seal inspection;

(i) coupling and alignment inspection;

(j) jockey pump operation;

(k) valve position verification;

(l) alarm verification; and

(m) performance testing.

12.41 Diesel Fire Pump Fuel

Customer is responsible for maintaining diesel fuel of appropriate quality and condition and for implementing required fuel inspection and maintenance practices.

Orbis shall not be responsible for engine failure caused by:

(a) contaminated fuel;

(b) microbial growth;

(c) water in fuel;

(d) degraded fuel;

(e) incorrect fuel;

(f) inadequate fuel supply; or

(g) improper fuel-system maintenance.

12.42 Batteries and Consumable Components

Batteries, filters, seals, packing, O-rings, lubricants, detector elements, membranes, rupture components, and other consumable or wear items require periodic inspection and replacement.

Normal deterioration or consumption of such items is not a manufacturing defect.

12.43 Replacement Parts

Where replacement parts affect pressure integrity, detection, discharge, control, listing, approval, or system performance, Customer shall use parts approved for the applicable system.

Use of unauthorized or incompatible replacement parts may void warranty coverage to the extent such use causes or contributes to a failure.

12.44 Unauthorized Modification

Customer shall not modify the Goods in a manner affecting:

(a) pressure;

(b) discharge characteristics;

(c) flow;

(d) hydraulic performance;

(e) detection;

(f) releasing logic;

(g) safety devices;

(h) pump performance;

(i) electrical ratings;

(j) controller programming;

(k) certifications;

(l) listings; or

(m) system safety

without appropriate technical authorization.

12.45 Modification by Third Parties

Orbis is not responsible for modifications, repairs, programming changes, retrofits, or service performed by third parties except to the extent the work is expressly authorized or adopted by Orbis.

Third-party work does not automatically void all warranty rights; however, warranty coverage may be denied to the extent the third-party work causes, contributes to, prevents diagnosis of, or materially alters the condition giving rise to the claim.

12.46 System Impairment

Whenever a fire suppression system, fire pump, detection system, releasing system, or other critical fire-protection equipment is disabled, disconnected, discharged, isolated, under repair, or otherwise impaired, Customer is responsible for:

(a) complying with applicable impairment procedures;

(b) notifying responsible persons;

(c) notifying the AHJ or insurer where required;

(d) implementing appropriate temporary precautions;

(e) restoring the system promptly; and

(f) documenting the impairment as required.

12.47 Post-Discharge Investigation

Following a system discharge, Customer shall determine the cause of activation and inspect the protected equipment and suppression system before returning the system to service.

A discharged system shall not be simply refilled and rearmed without appropriate inspection.

12.48 Accidental or Unwanted Discharge

An accidental or unwanted discharge does not, by itself, establish that the Goods are defective.

Potential causes may include:

(a) improper installation;

(b) excessive heat;

(c) mechanical damage;

(d) incorrect wiring;

(e) improper service;

(f) contamination;

(g) unauthorized modification;

(h) environmental conditions;

(i) third-party activation; or

(j) an actual fire or qualifying hazard condition.

The cause shall be reasonably investigated before responsibility is assigned.

12.49 System Non-Activation

Failure of a suppression system to activate does not, by itself, establish a product defect.

Evaluation may require consideration of:

(a) fire location;

(b) temperature development;

(c) detection exposure;

(d) tubing placement;

(e) detector placement;

(f) system pressure;

(g) control logic;

(h) electrical supply;

(i) valve condition;

(j) maintenance;

(k) unauthorized modification;

(l) installation conditions; and

(m) whether the event reached the system’s designed activation criteria.

12.50 False Alarms and External Detection Devices

Where suppression equipment interfaces with smoke detectors, heat detectors, gas detectors, aspirating systems, building fire alarm systems, or other third-party detection equipment, Orbis shall not be responsible for false alarms, missed detection, incorrect signals, or unintended releases caused by external devices not manufactured or configured by Orbis, except to the extent Orbis expressly assumed responsibility for such equipment.

12.51 Customer-Performed Service

Where Customer elects to perform inspection, maintenance, recharge, repair, or other permitted service itself, Customer accepts responsibility for the workmanship of such service.

Orbis technical support does not make Orbis the service contractor for work physically performed by Customer.

12.52 Distributor and Installer Service

Independent distributors, installers, resellers, service companies, and contractors are not agents of Orbis merely because they sell, install, recharge, maintain, or service Orbis Goods.

Such parties have no authority to bind Orbis unless Orbis expressly provides Written authorization.

12.53 Orbis Field Service

Where Orbis expressly contracts to perform field service, Orbis shall be responsible for the work within the expressly agreed service scope.

Customer shall provide:

(a) safe access;

(b) permits;

(c) escorts;

(d) shutdown coordination;

(e) utilities;

(f) site information;

(g) required Customer personnel; and

(h) other reasonably necessary support.

12.54 Unsafe Conditions

Orbis personnel may refuse or discontinue field work where they reasonably determine that conditions are unsafe, unlawful, or materially inconsistent with required procedures.

Such refusal shall not constitute breach where based upon a legitimate safety or legal concern.

12.55 Access to Equipment

Customer shall maintain reasonable access to cylinders, valves, pumps, controllers, detection equipment, manual releases, gauges, and other serviceable components.

Orbis is not responsible for additional labor or inability to service equipment caused by later construction, obstructions, permanent finishes, machinery, storage, or other Customer-controlled access restrictions.

12.56 Maintenance Agreements

Any ongoing inspection, maintenance, or service agreement between Customer and Orbis shall be governed by its specific scope and commercial terms.

Purchase of Goods does not automatically include ongoing maintenance, inspection, monitoring, emergency response, or service obligations.

12.57 Emergency Service

Orbis does not provide guaranteed emergency-response service unless expressly stated in a separate service agreement.

Technical assistance provided in response to an urgent request does not create an ongoing emergency-response obligation.

12.58 Warranty Relationship

Failure to install, commission, inspect, maintain, recharge, or service Goods in accordance with applicable requirements may affect warranty coverage where such failure causes or contributes to the claimed defect or damage.

The specific warranty terms and exclusions are governed by the warranty provisions of these Terms.

12.59 No Transfer of Responsibility Through Assistance

Orbis’s provision of:

(a) training;

(b) installation advice;

(c) remote assistance;

(d) commissioning assistance;

(e) troubleshooting;

(f) service instructions;

(g) recharge procedures; or

(h) technical recommendations

does not transfer responsibility for work physically performed by Customer or third parties to Orbis.

12.60 Material Basis of Service Responsibility

Customer acknowledges that proper installation, testing, inspection, maintenance, recharge, and service are essential to the safe and reliable operation of fire protection equipment.

The allocation of responsibilities in this Section is a material basis of Orbis’s pricing and supply of the Goods.

13. SPECIAL TERMS FOR PRE-ENGINEERED FIRE SUPPRESSION SYSTEMS

13.1 Scope

This Section applies to Orbis Pre-Engineered Systems and related equipment supplied for localized or enclosure-level fire protection, including, as applicable:

(a) Direct Low Pressure or “DLP” systems;

(b) Indirect Low Pressure or “ILP” systems;

(c) detection tubing;

(d) suppression cylinders;

(e) cylinder valves;

(f) discharge nozzles;

(g) discharge piping and fittings;

(h) pressure switches;

(i) manual releases;

(j) solenoid actuators;

(k) control and releasing equipment;

(l) alarm and notification devices;

(m) brackets and mounting hardware; and

(n) other related pre-engineered system components.

The provisions of this Section supplement, and do not replace, the other provisions of these Terms.

13.2 Nature of Pre-Engineered Systems

Pre-Engineered Systems are designed for use only within defined application, capacity, installation, environmental, and operating limitations established by Orbis.

A Pre-Engineered System is not an unrestricted engineered suppression system and shall not be extrapolated beyond the limits established in applicable Orbis Documentation.

Customer acknowledges that system selection and performance depend upon correct application of the applicable design limitations.

13.3 Intended Applications

Pre-Engineered Systems are generally intended for localized protection of enclosed or substantially enclosed equipment or hazards within the application limits stated in applicable Orbis Documentation.

Applications may include, where technically appropriate:

(a) electrical control panels;

(b) switchgear;

(c) distribution cabinets;

(d) server and communications enclosures;

(e) telecom equipment;

(f) industrial control equipment;

(g) CNC and machining equipment;

(h) generator controls;

(i) power-conversion equipment;

(j) battery or UPS enclosures;

(k) solar and renewable-energy equipment;

(l) marine equipment enclosures; and

(m) other similar enclosed hazards expressly determined to fall within applicable system limitations.

Identification of an application as a typical use does not mean every installation within that application category is suitable.

Customer remains responsible for confirming actual hazard conditions and applicable design requirements.

13.4 DLP Systems

In a DLP system, the heat-sensitive detection tube functions as part of the detection and direct-discharge mechanism.

Under normal conditions, the system remains pressurized.

Upon sufficient heat exposure, the detection tube may rupture at the heated location, resulting in pressure change and discharge of the suppression agent through the ruptured section of tubing in accordance with the applicable system configuration.

DLP systems are intended to be installed only within their documented:

(a) cylinder capacities;

(b) operating pressures;

(c) tubing limitations;

(d) temperature limitations;

(e) enclosure limitations;

(f) agent limitations;

(g) mounting requirements; and

(h) other application criteria.

13.5 ILP Systems

In an ILP system, extinguishing agent is stored in the suppression cylinder and discharged through a dedicated discharge network and one or more nozzles.

System actuation may occur, depending upon configuration, through:

(a) pneumatic detection tubing;

(b) electrical detection and releasing equipment;

(c) smoke detection;

(d) gas detection;

(e) manual release;

(f) solenoid activation; or

(g) another Orbis-approved actuation method.

The detection or actuation mechanism and the discharge network are separate functions and shall be installed accordingly.

13.6 System Selection

Customer shall provide accurate information necessary for selection of the applicable Pre-Engineered System.

Such information may include:

(a) enclosure dimensions;

(b) enclosure volume;

(c) hazard classification;

(d) protected equipment;

(e) operating temperature;

(f) environmental exposure;

(g) enclosure openings;

(h) ventilation;

(i) internal equipment arrangement;

(j) desired agent;

(k) available mounting location;

(l) electrical interface requirements; and

(m) any unusual hazard condition.

System selection based upon inaccurate or incomplete information may result in inadequate or inappropriate protection.

13.7 Protected Volume

Where system sizing is based upon protected volume, Customer is responsible for providing or confirming accurate enclosure dimensions and volume.

Maximum protected volume values stated in Orbis Documentation are design limits and shall not be exceeded.

Customer shall not assume that:

(a) additional enclosure volume;

(b) adjacent compartments;

(c) connected cabinets;

(d) open sections;

(e) external equipment;

(f) hidden spaces; or

(g) other areas

are protected merely because they are located near the installed system.

13.8 Separate Hazards and Multiple Enclosures

Unless expressly permitted by applicable Orbis Documentation, a Pre-Engineered System intended for one enclosed hazard shall not be assumed suitable for simultaneous protection of multiple independent enclosures.

Multiple cabinets, compartments, rooms, or hazards may require separate systems or a specifically reviewed configuration.

Customer shall not interconnect, manifold, divide, or extend a system across multiple hazards without Written technical approval from Orbis.

13.9 Enclosure Integrity

Clean-agent Pre-Engineered Systems rely upon sufficient agent concentration within the intended protected volume.

Customer is responsible for identifying and appropriately addressing:

(a) large openings;

(b) ventilation;

(c) open doors;

(d) cable penetrations;

(e) louvers;

(f) gaps;

(g) missing panels;

(h) open equipment sections; and

(i) other leakage paths

that may materially reduce agent concentration or retention.

Orbis does not guarantee enclosure tightness unless Orbis has expressly contracted to inspect or test that condition.

13.10 Hazard Classification

Customer is responsible for identifying the applicable hazard and fire classification.

Pre-Engineered Systems shall not be used for a hazard outside the documented suitability of the selected extinguishing agent and system.

Where the hazard involves unusual materials, Customer shall disclose such materials before system selection.

13.11 Excluded or Special Hazards

Unless Orbis expressly approves the application in Writing, Customer shall not use an FK-5-1-12 or similar clean-agent Pre-Engineered System as the sole suppression solution for materials identified in applicable Orbis Documentation as unsuitable or requiring special consideration, including, as applicable:

(a) reactive metals;

(b) metal hydrides;

(c) materials containing their own oxidizing source;

(d) rapidly oxidizing or energetic compounds;

(e) substances capable of autothermal decomposition; and

(f) deep-seated combustible hazards not reasonably exposed to the agent.

Customer shall disclose the presence of such materials before order acceptance.

13.12 Battery Applications

Where a Pre-Engineered System is applied to a battery, UPS, energy-storage, or similar enclosure, Customer is responsible for disclosing:

(a) battery chemistry;

(b) enclosure configuration;

(c) battery quantity;

(d) operating conditions;

(e) charging conditions;

(f) ventilation;

(g) gas-detection requirements;

(h) electrical shutdown requirements;

(i) applicable codes and project requirements; and

(j) any additional hazard-mitigation measures required by the responsible design professional or AHJ.

Identification of battery enclosures as a potential application does not mean that every battery hazard or energy-storage installation is suitable for a standard Pre-Engineered System without application-specific review.

13.13 Agent Selection

The extinguishing agent supplied shall be the agent stated in the Contract.

Customer shall not substitute, mix, replace, or recharge the system with another agent without Written authorization from Orbis.

Different agents may have different:

(a) physical properties;

(b) extinguishing concentrations;

(c) fill densities;

(d) storage pressures;

(e) discharge characteristics;

(f) material compatibility;

(g) environmental restrictions; and

(h) regulatory requirements.

Use of a different agent may require complete technical reevaluation of the system.

13.14 Agent Quantity

Agent quantity shall be based upon the applicable system configuration and design basis.

Customer shall not reduce the specified fill quantity.

Where system sizing depends upon temperature, enclosure volume, hazard classification, or design concentration, a material change in those conditions may require revised agent quantity or system selection.

13.15 Operating Pressure

Suppression cylinders and detection circuits shall be filled, pressurized, operated, and serviced only within the pressure limits specified in the applicable Orbis Documentation.

Customer shall not:

(a) overpressurize the cylinder;

(b) overpressurize detection tubing;

(c) alter pressure-relief devices;

(d) disable pressure monitoring;

(e) substitute unauthorized pressure components; or

(f) operate the system outside documented pressure limitations.

13.16 Temperature Limitations

Customer shall ensure that the installed system remains within the applicable operating and storage temperature limitations.

Excessive heat, extreme cold, localized heat sources, sunlight, machinery heat, or other environmental conditions may affect:

(a) cylinder pressure;

(b) tubing condition;

(c) actuation;

(d) seals;

(e) electronics; and

(f) system reliability.

Customer shall consider actual worst-case operating conditions, not merely normal room temperature.

13.17 Cylinder Installation

Cylinders shall be mounted in the orientation and manner required by applicable Orbis Documentation.

Customer is responsible for:

(a) secure mounting;

(b) appropriate structural support;

(c) accessibility;

(d) protection from physical damage;

(e) protection from corrosive conditions;

(f) protection from excessive heat;

(g) visibility of required gauges;

(h) service access; and

(i) proper restraint.

Cylinder brackets and mounting systems shall be secured to a structure capable of supporting the cylinder and applicable discharge reaction forces.

13.18 Detection Tubing Installation

Detection tubing shall be installed in accordance with applicable Orbis requirements concerning:

(a) approved tubing type;

(b) routing;

(c) support spacing;

(d) bend radius;

(e) maximum circuit length;

(f) connection method;

(g) proximity to likely heat sources;

(h) protection from abrasion;

(i) protection from sharp edges;

(j) chemical compatibility;

(k) UV exposure where applicable;

(l) vibration; and

(m) environmental conditions.

Customer shall not use detection tubing merely as convenient routing through an enclosure without regard to actual fire-risk locations.

13.19 Detection Tubing Positioning

Detection tubing shall be located so that it can reasonably respond to the intended hazard within the system’s operating principles.

Improper tube placement may delay or prevent activation.

Orbis is not responsible for failure or delay in detection caused by field routing materially inconsistent with approved Documentation or applicable installation requirements.

13.20 Tubing Modification and Repair

Detection tubing shall not be:

(a) patched;

(b) glued;

(c) heat-spliced;

(d) mechanically repaired using unauthorized methods;

(e) joined with unapproved fittings;

(f) painted;

(g) coated;

(h) crushed;

(i) kinked; or

(j) otherwise modified

in a manner not permitted by Orbis Documentation.

Damaged or activated tubing shall be replaced as required.

13.21 Detection Tubing Fittings

Only fittings suitable for the applicable tubing, pressure, and system configuration shall be used.

Tube ends shall be properly cut, prepared, inserted, and leak-tested.

Improper fittings, damaged seals, poor tube preparation, contamination, or incomplete insertion may cause pressure loss or unreliable actuation.

13.22 End-of-Line Components

Where an end-of-line adapter, pressure gauge, pressure switch, plug, or other termination is required, it shall be installed, supported, pressurized, and tested in accordance with applicable Documentation.

Customer shall not leave an end-of-line component unsupported where such condition places improper mechanical stress upon the detection tubing.

13.23 Detection Circuit Pressure

Pneumatic detection circuits shall be pressurized using the specified gas and pressure.

Unless otherwise expressly permitted, compressed air, oxygen, contaminated gas, wet gas, or another unauthorized pressure source shall not be substituted for the specified pressurizing gas.

13.24 Nozzle Arrangement

For ILP systems, nozzle quantity, placement, orientation, and coverage shall comply with the applicable design limitations and project Documentation.

Customer shall not:

(a) increase nozzle quantity;

(b) reduce nozzle quantity;

(c) move nozzles;

(d) alter nozzle orientation;

(e) drill or enlarge nozzle openings;

(f) replace nozzles with unapproved models; or

(g) obstruct nozzle discharge

without appropriate technical review.

13.25 Nozzle Coverage Limits

Maximum nozzle-area coverage, protected height, and other nozzle limitations stated in Orbis Documentation are limits and not approximate targets that may be materially exceeded.

Where an enclosure exceeds the permissible coverage of the selected configuration, Customer shall obtain a revised system design or additional protection.

13.26 Discharge Piping

Where an ILP system uses discharge piping, the piping shall be installed in accordance with the approved configuration.

Field changes to:

(a) pipe diameter;

(b) pipe length;

(c) fitting quantity;

(d) routing;

(e) branch arrangement;

(f) nozzle quantity; or

(g) discharge outlet configuration

may affect agent distribution and shall not be made without appropriate review.

13.27 Manual Release

Where a manual release is installed, Customer shall ensure that it is:

(a) accessible;

(b) properly labeled;

(c) protected from unintended operation;

(d) installed according to applicable Documentation; and

(e) included in required inspection and testing.

13.28 Electrical Actuation

Where a solenoid or other electrical actuator is used, Customer is responsible for correct:

(a) voltage;

(b) wiring;

(c) activation signal;

(d) supervision;

(e) circuit integrity;

(f) control logic; and

(g) integration with connected detection or alarm equipment.

Electrical actuation shall not be assumed to operate properly if field wiring or activation logic differs from applicable Orbis requirements.

13.29 Detection and Control Equipment

Where smoke, heat, gas, aspirating, flame, or other detectors are used with a Pre-Engineered System, the complete detection and releasing sequence shall be appropriately designed and tested for the intended application.

Compatibility of an Orbis suppression valve with an electrical actuator does not, by itself, establish that every third-party detector or control panel is suitable for connection.

13.30 Pressure Switches and Supervisory Devices

Pressure switches and similar supervisory devices are monitoring or signaling components and do not themselves guarantee proper system pressure or successful discharge.

Customer shall periodically verify actual system condition and shall not rely solely upon a remote signal as a substitute for required physical inspection.

13.31 Alarm and Shutdown Interfaces

Where a Pre-Engineered System interfaces with machinery shutdown, power isolation, ventilation shutdown, remote alarm, BMS, PLC, or another external system, Customer is responsible for ensuring that the external interface is correctly designed, wired, programmed, tested, and maintained unless expressly included in Orbis’s scope.

13.32 Installation Within Design Limits

Customer shall not knowingly install a Pre-Engineered System outside applicable limits concerning:

(a) protected volume;

(b) coverage area;

(c) protected height;

(d) tubing length;

(e) nozzle quantity;

(f) operating temperature;

(g) pressure;

(h) agent capacity;

(i) system configuration; or

(j) other published parameters.

Orbis may decline to approve or support a nonconforming installation.

13.33 Unauthorized Interconnection

Separate Pre-Engineered Systems shall not be manifolded, interconnected, cross-actuated, or otherwise combined into a configuration not expressly permitted by Orbis Documentation.

Mechanical ability to connect two components does not establish technical suitability.

13.34 Unauthorized Components

Customer shall not substitute components that materially affect:

(a) pressure integrity;

(b) detection;

(c) actuation;

(d) flow;

(e) discharge;

(f) agent compatibility;

(g) safety;

(h) listing or certification status; or

(i) system reliability

without appropriate technical approval.

13.35 Component Certifications

Certain Pre-Engineered System components may individually carry certifications, listings, approvals, or marks.

Such status applies only to the component and configuration within the scope of the applicable certification.

Customer shall not represent that the complete system carries a certification or approval solely because an incorporated component carries that certification or approval.

13.36 System-Level Approval Claims

No Pre-Engineered System shall be described by Customer as:

(a) UL Listed;

(b) FM Approved;

(c) CE certified as a complete system;

(d) TPED approved as a complete system;

(e) DOT approved as a complete suppression system; or

(f) otherwise system-level certified

unless Orbis expressly confirms the applicable system-level status in Writing.

13.37 Marketing and Resale Representations

Distributors, resellers, contractors, and installers shall not make representations concerning:

(a) protected volume;

(b) fire classes;

(c) certifications;

(d) approvals;

(e) agent performance;

(f) system capabilities;

(g) warranty;

(h) environmental claims;

(i) maintenance intervals; or

(j) other technical characteristics

that materially exceed or conflict with current Orbis Documentation.

Unauthorized representations made by independent parties do not bind Orbis.

13.38 Installation by Qualified Personnel

Installation shall be performed by personnel competent in fire suppression equipment and pressurized systems and possessing any qualification required by Applicable Law or the AHJ.

Customer shall not permit untrained end users to disassemble, modify, recharge, or service pressurized system components where such work requires qualified personnel.

13.39 Commissioning

Before a Pre-Engineered System is placed into service, the installer shall verify, as applicable:

(a) cylinder mounting;

(b) cylinder pressure;

(c) agent fill;

(d) tubing routing;

(e) tubing pressure;

(f) tubing connections;

(g) leak integrity;

(h) nozzle arrangement;

(i) discharge piping;

(j) manual release;

(k) electrical actuation;

(l) pressure switches;

(m) alarm interfaces;

(n) labels; and

(o) system readiness.

The system shall not be placed into service while a known material installation deficiency exists.

13.40 Leak Testing

Detection tubing, fittings, valves, end-of-line components, and other applicable pressure connections shall be leak-tested in accordance with Orbis Documentation.

Loss of pressure shall be investigated rather than corrected solely through repeated repressurization.

13.41 System Arming

The suppression system shall be armed only after installation, pressure testing, leak testing, and required commissioning steps have been completed.

Premature opening or activation of a system valve may cause unintended discharge.

13.42 Inspection

Customer shall implement inspection intervals consistent with:

(a) applicable Orbis Documentation;

(b) Applicable Law;

(c) the AHJ;

(d) applicable standards; and

(e) environmental conditions.

Inspection should include, as applicable:

(f) cylinder pressure;

(g) mounting;

(h) tubing;

(i) fittings;

(j) nozzles;

(k) pressure switches;

(l) warning labels;

(m) manual releases;

(n) electrical interfaces; and

(o) evidence of damage, leakage, corrosion, or unauthorized modification.

13.43 Maintenance

Customer is responsible for periodic maintenance necessary to keep the system in serviceable condition.

Orbis does not warrant continued reliable operation where inspection or maintenance requirements have been materially neglected.

13.44 Service Life of Components

Certain components, including detection tubing, seals, batteries, membranes, gauges, and other service items, may deteriorate through age, heat, vibration, UV exposure, chemicals, environmental conditions, or ordinary wear.

Customer is responsible for periodic inspection and replacement where required.

13.45 Loss of Pressure

A system showing unexplained loss of cylinder or detection-circuit pressure shall be treated as requiring service.

Customer shall not repeatedly repressurize a leaking system without identifying and correcting the source of leakage.

13.46 Post-Discharge Status

Following any discharge, whether caused by an actual fire, test, unintended activation, or other event, the affected system shall be considered out of service until properly inspected and restored.

13.47 Post-Discharge Inspection

Before return to service, the system shall be evaluated for:

(a) cylinder condition;

(b) valve condition;

(c) detection tubing condition;

(d) nozzle condition;

(e) discharge piping;

(f) fittings;

(g) pressure switches;

(h) electrical components;

(i) environmental or heat damage; and

(j) other conditions relevant to safe reuse.

13.48 Recharge and Restoration

Recharge shall be performed using:

(a) the correct agent;

(b) the specified fill quantity;

(c) the specified pressurizing gas;

(d) the correct pressure;

(e) appropriate service equipment;

(f) approved replacement components; and

(g) the applicable Orbis recharge procedure.

Following recharge, the system shall be leak-tested and recommissioned before being returned to service.

13.49 Replacement of Activated Detection Tubing

Where detection tubing has ruptured or been exposed to conditions requiring replacement, the affected tubing shall be replaced in accordance with Orbis Documentation before recommissioning.

Activated tubing shall not be reused.

13.50 Temporary Loss of Protection

Customer acknowledges that a discharged, depressurized, disabled, isolated, or otherwise impaired Pre-Engineered System is not providing its intended fire protection.

Customer is responsible for implementing any required temporary fire-protection measures until the system is fully restored.

13.51 Changes After Commissioning

If Customer changes the protected enclosure, equipment, hazard, ventilation, internal arrangement, process, electrical equipment, or other material condition after commissioning, Customer shall determine whether the fire suppression system requires reevaluation.

Orbis has no continuing obligation to monitor changes to the protected equipment or enclosure.

13.52 No Guarantee Against Fire

A Pre-Engineered System is intended to reduce fire risk and provide suppression within its documented design parameters.

No fire suppression system can guarantee that:

(a) a fire will never occur;

(b) every fire will be detected;

(c) every fire will be extinguished;

(d) fire will not spread;

(e) equipment will suffer no damage;

(f) re-ignition will not occur; or

(g) business interruption will be avoided.

The separate fire-protection performance disclaimer and limitation-of-liability provisions of these Terms also apply.

13.53 Performance Depends Upon Installation and Conditions

System performance may be materially affected by:

(a) incorrect sizing;

(b) excessive enclosure leakage;

(c) open doors;

(d) ventilation;

(e) improper tubing placement;

(f) improper nozzle placement;

(g) incorrect piping;

(h) loss of pressure;

(i) environmental exposure;

(j) inadequate maintenance;

(k) unauthorized modification;

(l) incorrect agent;

(m) changed hazard conditions; or

(n) other conditions outside the applicable design basis.

A failure associated with such conditions does not, by itself, establish a defect in the Goods.

13.54 Customer’s Duty to Follow Current Documentation

Customer shall use the applicable current Orbis Documentation supplied for the specific system and configuration.

Customer shall not rely upon:

(a) superseded manuals;

(b) obsolete datasheets;

(c) documentation for a different valve;

(d) documentation for a different cylinder;

(e) documentation for a different agent;

(f) competitor documentation; or

(g) informal third-party instructions

where such information conflicts with the applicable Orbis Documentation.

13.55 Application-Specific Review

Orbis may require additional technical review for:

(a) unusual enclosure geometry;

(b) harsh environmental conditions;

(c) elevated temperatures;

(d) corrosive conditions;

(e) severe vibration;

(f) unusual chemicals;

(g) battery systems;

(h) hazardous processes;

(i) divided enclosures;

(j) multiple interconnected cabinets;

(k) unusual airflow; or

(l) other non-standard applications.

Customer shall not assume that prior use of an Orbis system in a generally similar application constitutes approval of a new installation.

13.56 Material Basis of Pre-Engineered System Terms

Customer acknowledges that Pre-Engineered Systems achieve their intended function only when applied, installed, commissioned, operated, inspected, maintained, and serviced within their documented limitations.

The allocation of responsibilities and limitations established in this Section is a material basis of Orbis’s pricing and supply of Pre-Engineered Systems.

14. SPECIAL TERMS FOR TOTAL FLOODING AND CO₂ FIRE SUPPRESSION SYSTEMS

14.1 Scope

This Section applies to Total Flooding Systems and related equipment supplied by Orbis, including, as applicable:

(a) clean-agent fire suppression systems;

(b) FK-5-1-12 systems;

(c) HFC-227ea systems;

(d) inert-gas systems;

(e) carbon dioxide systems;

(f) cylinder banks;

(g) manifolds;

(h) selector valves;

(i) discharge piping;

(j) discharge nozzles;

(k) detection and releasing systems;

(l) control panels;

(m) manual releases;

(n) abort devices;

(o) alarm and notification devices;

(p) pressure switches;

(q) supervisory devices;

(r) pressure-relief equipment; and

(s) related accessories and Documentation.

The provisions of this Section supplement the general provisions of these Terms.

14.2 Nature of Total Flooding Protection

A Total Flooding System is intended to discharge a specified quantity of extinguishing agent into a defined protected volume to establish an extinguishing concentration or other design condition appropriate to the applicable hazard.

Performance depends upon the system being designed, installed, commissioned, maintained, and operated in accordance with the applicable design basis.

Customer acknowledges that Total Flooding System performance may depend materially upon conditions outside Orbis’s control.

14.3 Design Basis

Any Total Flooding System supplied or configured by Orbis shall be based upon the Project Information available when the applicable design, calculation, or equipment selection is prepared.

The design basis may include, as applicable:

(a) protected volume;

(b) hazard classification;

(c) extinguishing agent;

(d) design concentration;

(e) safety factor;

(f) minimum temperature;

(g) maximum temperature;

(h) altitude;

(i) occupancy;

(j) room leakage;

(k) ventilation;

(l) enclosure construction;

(m) discharge duration;

(n) agent-retention requirements;

(o) nozzle configuration;

(p) pipe network;

(q) detection and releasing sequence;

(r) shutdown requirements; and

(s) applicable code or project requirements.

14.4 Accuracy of Protected Volume

Customer is responsible for providing or verifying accurate dimensions of the protected space.

The protected volume shall include all spaces required by the applicable design basis, including, where relevant:

(a) main room volume;

(b) raised-floor voids;

(c) ceiling voids;

(d) connected compartments;

(e) ductwork or equipment volumes where required; and

(f) other interconnected spaces.

Orbis shall not be responsible for insufficient agent quantity caused by undisclosed or incorrectly measured protected volume.

14.5 Hazard Identification

Customer is responsible for accurately identifying the materials, equipment, processes, fuels, and fire hazards present within the protected space.

Customer shall disclose any unusual or special hazard, including:

(a) combustible metals;

(b) metal hydrides;

(c) reactive chemicals;

(d) oxidizers;

(e) energetic materials;

(f) chemicals capable of self-decomposition;

(g) lithium or battery hazards;

(h) flammable gases;

(i) flammable liquids;

(j) high-temperature processes; or

(k) other hazards requiring special suppression consideration.

Orbis may decline to design or supply a system for a hazard outside the documented suitability of the proposed system or extinguishing agent.

14.6 Design Concentration

Where applicable, design concentration shall be determined according to the applicable extinguishing agent, hazard classification, temperature, code, standard, Manufacturer data, and project criteria.

Customer shall not:

(a) reduce the specified agent quantity;

(b) substitute another agent;

(c) increase the protected volume;

(d) materially change the hazard; or

(e) otherwise modify conditions affecting concentration

without appropriate technical review.

14.7 Maximum Concentration and Occupancy

Where an extinguishing agent is used in an occupied or potentially occupied area, Customer and the responsible design professionals are responsible for confirming compliance with applicable exposure limits, evacuation requirements, and occupancy restrictions.

Orbis’s supply of equipment does not constitute a representation that every concentration or configuration is suitable for occupied-space use.

14.8 Temperature

Customer shall provide the reasonably expected minimum and maximum temperature of the protected space.

Agent quantity, storage pressure, vapor characteristics, discharge performance, and allowable concentration may depend upon temperature.

A material temperature change after design may require recalculation or equipment modification.

14.9 Altitude

Where altitude affects agent quantity, concentration, or discharge calculations, Customer is responsible for providing accurate project elevation.

A system designed using incorrect elevation data may require redesign or additional agent.

14.10 Enclosure Integrity

Customer is responsible for ensuring that the protected enclosure is sufficiently complete and capable of maintaining the conditions required by the applicable design basis.

Conditions that may materially affect enclosure integrity include:

(a) doors;

(b) windows;

(c) wall openings;

(d) floor openings;

(e) ceiling openings;

(f) cable penetrations;

(g) pipe penetrations;

(h) louvers;

(i) dampers;

(j) ventilation ducts;

(k) raised floors;

(l) suspended ceilings;

(m) construction joints; and

(n) other leakage paths.

14.11 No Guarantee of Enclosure Tightness

Unless expressly included in the Contract, Orbis does not warrant or certify that a protected enclosure is sufficiently tight to retain extinguishing agent for any required duration.

Customer is responsible for ensuring that required enclosure-integrity testing is performed.

14.12 Enclosure Integrity Testing

Where required by Applicable Law, applicable standards, project specifications, or the AHJ, Customer shall arrange appropriate integrity testing, which may include door-fan testing or another recognized method.

Unless expressly included in Orbis’s scope:

(a) Orbis does not perform the test;

(b) Orbis does not certify the enclosure;

(c) Orbis does not guarantee the resulting hold time; and

(d) Customer is responsible for correcting enclosure leakage.

14.13 Hold Time

Where a minimum extinguishing-agent retention or hold time is required, Customer is responsible for ensuring that the physical enclosure supports the required hold time.

A calculated agent quantity does not, by itself, guarantee retention for the required duration.

14.14 Openings During Discharge

Doors, hatches, windows, vents, access panels, or other openings required to remain closed during discharge shall be properly closed or controlled.

Orbis is not responsible for loss of extinguishing concentration caused by openings left open or improperly controlled.

14.15 Ventilation and HVAC

Customer is responsible for identifying all ventilation and HVAC systems that may affect suppression performance.

Where required by the applicable design, Customer shall ensure proper shutdown or control of:

(a) supply fans;

(b) exhaust fans;

(c) air-handling units;

(d) process ventilation;

(e) dampers;

(f) louvers;

(g) smoke-control systems; and

(h) other air-moving equipment.

14.16 HVAC Shutdown Interfaces

Where Orbis supplies dry contacts, relay interfaces, or control outputs intended to initiate HVAC shutdown, Customer remains responsible for proper integration with the building or process system unless such integration is expressly included in Orbis’s scope.

Customer shall verify shutdown operation during commissioning.

14.17 Pressure Relief

Total flooding discharge may create positive or negative enclosure pressure.

Customer and its responsible design professionals are responsible for determining whether pressure-relief venting is required.

Unless expressly included in the Contract, Orbis does not certify:

(a) wall strength;

(b) ceiling strength;

(c) door strength;

(d) glazing strength;

(e) structural response to discharge pressure; or

(f) adequacy of pressure-relief openings.

14.18 Pressure-Relief Design

Where pressure-relief calculation or equipment is required, Customer shall ensure that:

(a) enclosure construction information is accurate;

(b) allowable pressure limits are established;

(c) ventilation interactions are considered; and

(d) any required relief device is properly installed.

14.19 Hydraulic or Flow Calculations

Where Orbis provides hydraulic or flow calculations, such calculations are based upon the approved pipe network and system configuration.

Customer shall not materially alter:

(a) pipe size;

(b) pipe length;

(c) fitting quantity;

(d) fitting type;

(e) branch arrangement;

(f) nozzle location;

(g) nozzle orifice;

(h) cylinder quantity;

(i) manifold configuration; or

(j) discharge routing

without appropriate recalculation and approval.

14.20 Field Piping Deviations

Field piping shall conform to the approved design within applicable tolerances.

Customer shall promptly notify Orbis of any field condition requiring a piping change that may affect hydraulic performance.

Unauthorized changes may affect discharge time, nozzle flow, agent distribution, or system performance.

14.21 Nozzle Selection

Nozzles shall be the type, size, orifice, orientation, and quantity specified by the applicable design.

Customer shall not drill, enlarge, reduce, exchange, relocate, or substitute nozzles without appropriate technical review.

14.22 Nozzle Obstruction

Nozzles shall remain unobstructed.

Customer is responsible for preventing obstruction by:

(a) stored materials;

(b) equipment;

(c) ceilings;

(d) ductwork;

(e) temporary construction;

(f) paint;

(g) debris; or

(h) subsequent building modifications.

14.23 Cylinder Quantity and Arrangement

Customer shall install the specified cylinder quantity and configuration.

Cylinders shall not be removed, substituted, manifolded differently, relocated in a manner affecting piping, or operated with materially different fill quantities without appropriate review.

14.24 Cylinder Storage Conditions

Suppression cylinders shall be maintained within applicable:

(a) temperature limits;

(b) pressure limits;

(c) environmental limits;

(d) mounting requirements;

(e) corrosion limitations; and

(f) service requirements.

14.25 Cylinder Manifolds

Where multiple cylinders discharge through a manifold, all manifold components shall be installed in the approved configuration.

Customer shall not alter:

(a) cylinder sequence;

(b) non-return valves;

(c) manifold dimensions;

(d) actuation arrangement;

(e) pressure-relief components; or

(f) selector arrangements

without appropriate review.

14.26 Selector Valves and Multi-Zone Systems

Where a system protects multiple hazards through selector valves or other distribution arrangements, Customer shall ensure that:

(a) the correct hazard is selected;

(b) control logic is correct;

(c) cylinder capacity is sufficient for the applicable zone;

(d) selector valves operate correctly;

(e) system supervision is maintained; and

(f) the installed configuration corresponds to the approved design.

14.27 Detection

Customer shall ensure that detection equipment used to initiate discharge is appropriate for the intended hazard and environmental conditions.

Detection may include, depending upon design:

(a) smoke detectors;

(b) heat detectors;

(c) aspirating smoke detection;

(d) flame detection;

(e) gas detection;

(f) pneumatic detection; or

(g) other approved methods.

14.28 Releasing System

The releasing system shall be designed, installed, programmed, tested, and maintained according to applicable requirements.

Customer shall verify the complete releasing sequence before placing the system into service.

14.29 Cross-Zone or Confirmed Detection

Where the design requires cross-zone, double-knock, confirmed detection, or another multi-signal release logic, Customer shall not modify the logic without appropriate technical and code review.

14.30 Manual Release

Required manual release devices shall remain:

(a) accessible;

(b) clearly labeled;

(c) unobstructed;

(d) protected against unintended activation as required; and

(e) included in periodic testing.

14.31 Abort Functions

Where an abort function is permitted and included, Customer shall ensure that it is installed, programmed, labeled, and tested in accordance with the applicable design and code requirements.

An abort device shall not be added or modified merely as an operational preference where the applicable standard or AHJ does not permit the proposed arrangement.

14.32 Alarm and Notification

Customer is responsible for ensuring that required audible, visual, supervisory, trouble, pre-discharge, and discharge notifications are appropriately provided.

Where Orbis supplies alarm equipment, field placement and overall notification adequacy remain subject to project design and AHJ requirements unless expressly included in Orbis’s scope.

14.33 Shutdowns and Interlocks

Required equipment shutdowns or interlocks may include:

(a) HVAC shutdown;

(b) process shutdown;

(c) fuel shutdown;

(d) electrical isolation;

(e) machinery shutdown;

(f) door control;

(g) damper control; or

(h) other project-specific functions.

Customer is responsible for ensuring that external systems respond correctly to the suppression-system command signals.

14.34 Sequence of Operation

The complete suppression-system sequence of operation shall be reviewed by Customer and the responsible design professionals before commissioning.

The sequence may include:

(a) detection;

(b) alarm;

(c) confirmation;

(d) time delay;

(e) equipment shutdown;

(f) evacuation signal;

(g) discharge;

(h) supervisory signaling; and

(i) post-discharge ventilation.

14.35 Room Modifications After Design

Customer shall promptly obtain technical review if, after design or commissioning, the protected space is materially modified.

Material modifications include:

(a) wall relocation;

(b) room expansion;

(c) room reduction;

(d) added openings;

(e) new cable penetrations;

(f) new ventilation;

(g) changed doors;

(h) raised-floor modification;

(i) ceiling modification;

(j) equipment relocation;

(k) hazard changes; or

(l) occupancy changes.

14.36 No Continuing Duty to Monitor the Room

Orbis has no duty to inspect or monitor the protected room after system delivery or commissioning unless an ongoing inspection or maintenance service has been expressly contracted.

Customer is responsible for recognizing when building or process changes require system reevaluation.

14.37 Commissioning

Total Flooding Systems shall be commissioned before being placed into service.

Commissioning shall verify, as applicable:

(a) cylinder quantity;

(b) cylinder pressure;

(c) agent quantity;

(d) piping;

(e) nozzles;

(f) detection;

(g) releasing logic;

(h) alarms;

(i) manual release;

(j) abort function;

(k) shutdown interfaces;

(l) supervisory signals;

(m) ventilation interfaces;

(n) control programming; and

(o) other required functions.

14.38 Actual Agent Discharge

An actual agent-discharge test is included only where expressly required and included in the Contract.

Most functional commissioning may be conducted without releasing the extinguishing agent, depending upon the applicable system and requirements.

14.39 Acceptance Testing

Customer is responsible for arranging required acceptance testing with:

(a) the AHJ;

(b) owner;

(c) consultant;

(d) insurer;

(e) Engineer of Record; and

(f) other applicable parties.

Orbis attendance is included only where expressly stated.

14.40 Failed Acceptance Due to Customer or Site Conditions

Where an acceptance test fails because of:

(a) incomplete installation;

(b) incorrect field wiring;

(c) incorrect piping;

(d) room leakage;

(e) non-operational external systems;

(f) Customer programming changes;

(g) unavailable power;

(h) unavailable HVAC controls;

(i) incomplete construction; or

(j) other matters outside Orbis’s agreed scope,

additional attendance, testing, engineering, or travel may be separately chargeable.

14.41 Clean-Agent Discharge and Occupancy

Customer shall comply with all applicable safety requirements governing occupancy, evacuation, alarms, exposure limits, re-entry, and post-discharge ventilation.

Orbis does not determine Customer’s facility emergency-response procedures unless expressly contracted to do so.

14.42 Post-Discharge Condition

Following a discharge, the system shall be considered impaired and unavailable for further protection until properly restored.

Customer is responsible for implementing appropriate impairment procedures and temporary protection.

14.43 Post-Discharge Inspection

Before recharge, Customer shall ensure that the cause of discharge is investigated and that the system is inspected for:

(a) fire damage;

(b) heat damage;

(c) piping damage;

(d) nozzle damage;

(e) cylinder condition;

(f) valve condition;

(g) detection-system condition;

(h) electrical damage; and

(i) other relevant conditions.

14.44 Recharge

Recharge shall use only:

(a) the correct extinguishing agent;

(b) the correct quantity;

(c) the correct pressurizing gas;

(d) the correct storage pressure; and

(e) procedures applicable to the specific system.

Recharge shall be performed only by qualified personnel and facilities as required by Applicable Law and Manufacturer requirements.

14.45 Agent Quality

Customer shall not introduce recycled, reclaimed, recovered, counterfeit, contaminated, mixed, degraded, or otherwise questionable extinguishing agent into the system unless such agent has been properly verified as suitable for the applicable use.

Orbis is not responsible for system performance or damage caused by agent supplied by others that does not meet applicable requirements.

14.46 Environmental and Regulatory Changes Affecting Agents

Customer acknowledges that extinguishing agents may become subject to evolving environmental, chemical, import, export, use, servicing, recovery, disposal, or phase-down requirements.

Unless Orbis expressly assumes such obligation, Orbis does not guarantee that an extinguishing agent lawfully supplied at the time of sale will remain unrestricted for all future recharge, service, installation, or use.

Future regulatory requirements may require:

(a) substitute agents;

(b) revised servicing procedures;

(c) additional recovery requirements;

(d) special disposal;

(e) system modification; or

(f) replacement.

14.47 CO₂ Systems — Hazard to Personnel

Customer acknowledges that carbon dioxide suppresses fire through mechanisms that may create an atmosphere dangerous or fatal to persons.

CO₂ discharge may present risks including:

(a) oxygen deficiency;

(b) asphyxiation;

(c) visibility reduction;

(d) cold-temperature exposure;

(e) pressure effects;

(f) high-velocity discharge; and

(g) other hazards associated with concentrated CO₂.

CO₂ systems shall be treated as life-safety-sensitive equipment.

14.48 CO₂ Occupancy Review

Before installing or operating a CO₂ system, Customer and the responsible design professionals shall determine whether:

(a) the protected area is occupiable;

(b) personnel may enter the protected space;

(c) personnel may be present during system operation;

(d) adjacent spaces may be affected;

(e) egress is adequate;

(f) warning systems are required;

(g) time delays are required;

(h) lockout provisions are required; and

(i) other personnel safeguards are required.

14.49 CO₂ Evacuation

Customer is responsible for developing and implementing appropriate evacuation procedures for areas protected by or potentially exposed to CO₂ discharge.

Orbis’s supply of a CO₂ system does not make Orbis responsible for Customer’s emergency-action plan.

14.50 CO₂ Pre-Discharge Alarms

Where required, pre-discharge alarms shall provide the warning required by applicable codes, standards, design documents, and the AHJ.

Customer shall not disable, bypass, silence, or remove required pre-discharge warning equipment.

14.51 CO₂ Time Delay

Where a discharge time delay is required, the delay shall be installed, programmed, and tested according to the applicable design requirements.

Customer shall not reduce or bypass a required delay without appropriate technical, regulatory, and AHJ approval.

14.52 CO₂ Lockout

Where lockout or system-isolation provisions are required for maintenance, entry, testing, or other personnel activities, Customer shall implement and maintain such provisions.

Personnel shall not rely solely upon a control-panel indication where physical or other lockout is required.

14.53 CO₂ Signage

Customer is responsible for maintaining required warning and instructional signs at:

(a) entrances;

(b) exits;

(c) system controls;

(d) manual release stations;

(e) cylinder locations; and

(f) other required areas.

14.54 CO₂ Re-Entry

After CO₂ discharge, persons shall not enter the affected space until the area has been determined safe according to applicable emergency procedures and safety requirements.

Ventilation and atmospheric verification may be required before re-entry.

14.55 CO₂ Ventilation

Customer is responsible for providing suitable post-discharge ventilation where required.

Ventilation shall not be initiated in a manner that interferes with the required suppression period.

14.56 CO₂ Testing and Service

CO₂ cylinders, valves, manifolds, actuators, nozzles, controls, and associated equipment shall be serviced only by appropriately qualified personnel.

The high pressures associated with CO₂ equipment require appropriate handling and safety procedures.

Orbis’s IHP valve documentation, for example, describes CO₂ valve configurations operating at pressures substantially higher than low-pressure pre-engineered clean-agent equipment.

14.57 CO₂ Cylinder Handling

Customer shall ensure that CO₂ cylinders are handled, restrained, transported, stored, and serviced according to all applicable pressure-vessel and transportation requirements.

Required valve protection and anti-recoil protection shall be maintained during handling and transport.

14.58 CO₂ Nozzles

CO₂ discharge nozzles shall be installed only in the approved position and configuration.

Orbis CO₂ nozzle Documentation identifies such nozzles as suitable for total flooding and local application systems and specifies defined pressure and discharge characteristics.

Nozzle substitution or modification requires appropriate technical review.

14.59 CO₂ Unauthorized Discharge

Customer shall not intentionally discharge CO₂ for demonstration, testing, training, cleaning, or other non-fire purposes unless the discharge is part of an approved test performed under controlled conditions by qualified personnel.

14.60 Personnel Training for CO₂ Systems

Customer shall ensure that personnel who may encounter a CO₂-protected area understand, as appropriate to their role:

(a) alarm meanings;

(b) evacuation requirements;

(c) manual release operation;

(d) lockout procedures;

(e) re-entry restrictions; and

(f) emergency-response procedures.

14.61 No Life-Safety Guarantee

No suppression system substitutes for required:

(a) evacuation planning;

(b) emergency procedures;

(c) fire alarms;

(d) detection;

(e) egress;

(f) fire-resistance measures;

(g) personnel training; or

(h) other required life-safety systems.

Supply of a Total Flooding System does not make Orbis responsible for the overall life-safety design of the building or facility.

14.62 No Guarantee of Extinguishment

A Total Flooding System is intended to provide suppression within its applicable design parameters.

Orbis does not guarantee that:

(a) a fire will never occur;

(b) every fire will be detected;

(c) every fire will be extinguished;

(d) re-ignition will not occur;

(e) fire damage will be eliminated;

(f) business interruption will be avoided; or

(g) the system will compensate for conditions outside its design basis.

14.63 Re-Ignition

Certain fire hazards may re-ignite after extinguishing concentration is lost or after the suppression agent dissipates.

Customer is responsible for appropriate post-fire emergency response, investigation, monitoring, and restoration procedures.

14.64 Suppression Does Not Correct the Cause of Fire

A suppression-system discharge may control or extinguish a fire but does not correct the electrical, mechanical, chemical, thermal, or process condition that caused the fire.

Affected equipment shall be appropriately inspected before being returned to service.

14.65 External Systems

Orbis shall not be responsible for failure of a Total Flooding System caused by external equipment outside Orbis’s agreed scope, including:

(a) building fire alarm systems;

(b) HVAC equipment;

(c) dampers;

(d) BMS systems;

(e) PLC systems;

(f) external power supplies;

(g) process controls;

(h) shutdown devices; or

(i) third-party detection equipment.

14.66 Unauthorized Modifications

Customer shall not modify:

(a) agent quantity;

(b) cylinder quantity;

(c) cylinder pressure;

(d) manifold arrangement;

(e) pipe network;

(f) nozzle size;

(g) nozzle location;

(h) releasing logic;

(i) control programming;

(j) alarms;

(k) time delays;

(l) abort functions;

(m) selector valves; or

(n) other performance-critical system elements

without appropriate technical review.

14.67 System Impairment

Customer shall implement applicable impairment procedures whenever the Total Flooding System is:

(a) isolated;

(b) disabled;

(c) discharged;

(d) undergoing maintenance;

(e) awaiting recharge;

(f) under repair; or

(g) otherwise unavailable.

14.68 Periodic Inspection and Maintenance

Customer is responsible for ongoing inspection, testing, maintenance, cylinder service, agent verification, alarm testing, control testing, and other required service according to Applicable Law, applicable standards, Manufacturer Documentation, Orbis Documentation, and AHJ requirements.

14.69 Third-Party Manufactured Total Flooding Equipment

Where a Total Flooding System includes Third-Party Equipment, the applicable Manufacturer requirements concerning:

(a) hydraulic calculations;

(b) cylinders;

(c) valves;

(d) nozzles;

(e) control equipment;

(f) design software;

(g) installation;

(h) maintenance;

(i) testing; and

(j) warranty

shall apply to the extent relevant to the supplied equipment.

14.70 Manufacturer Listings and Approvals

Where a Total Flooding System is represented as UL Listed, FM Approved, or otherwise system-level approved, such representation applies only to the specific approved system, components, agent, design method, configuration, and installation conditions within the applicable listing or approval.

Customer shall not substitute non-approved components into a configuration where maintaining system-level listing or approval is required.

14.71 Project-Specific Certification Requirements

Customer shall identify before order acceptance any requirement for:

(a) UL Listed systems;

(b) FM Approved systems;

(c) third-party witnessed testing;

(d) jurisdiction-specific certification;

(e) special cylinder approvals;

(f) seismic certification;

(g) marine approval; or

(h) other project-specific certification.

Such requirements are not implied merely because similar equipment may be available with such approval.

14.72 AHJ Interpretation

Acceptance of Total Flooding Systems remains subject to applicable AHJ interpretation.

An AHJ may impose requirements that differ from another jurisdiction or from Customer’s original specification.

New requirements identified after Contract formation may constitute a change in scope.

14.73 Customer Responsibility for Final Facility Compliance

Customer and its responsible design professionals are responsible for ensuring that the complete installed fire-protection arrangement satisfies the requirements applicable to the facility.

Orbis’s role remains limited to the Goods and Services expressly included in the Contract.

14.74 Material Basis of Total Flooding Terms

Customer acknowledges that Total Flooding System performance and safety depend upon interaction among equipment, enclosure conditions, agent quantity, hydraulic design, detection, controls, ventilation, human behavior, installation, commissioning, and maintenance.

The allocation of responsibilities established in this Section is a material basis of Orbis’s pricing and supply of Total Flooding Systems.

15. SPECIAL TERMS FOR FIRE PUMPS AND FIRE PUMP PACKAGES

15.1 Scope

This Section applies to Fire Pump Packages and related equipment supplied by Orbis, including, as applicable:

(a) horizontal split-case pumps;

(b) end-suction pumps;

(c) vertical turbine pumps;

(d) vertical in-line pumps;

(e) other approved fire pump configurations;

(f) electric-motor-driven fire pumps;

(g) diesel-engine-driven fire pumps;

(h) jockey pumps;

(i) fire pump controllers;

(j) diesel engine controllers;

(k) jockey pump controllers;

(l) pump skids;

(m) bases;

(n) couplings;

(o) guards;

(p) pressure-sensing equipment;

(q) relief valves;

(r) test equipment;

(s) batteries;

(t) fuel-system components;

(u) cooling-system components;

(v) listed or approved accessories;

(w) related valves or fittings where expressly included; and

(x) Documentation supplied in connection with such equipment.

The provisions of this Section supplement the general provisions of these Terms.

15.2 Nature of Orbis’s Fire Pump Role

Depending upon the Contract, Orbis may provide:

(a) equipment selection;

(b) commercial supply;

(c) package coordination;

(d) Manufacturer coordination;

(e) pump curves;

(f) technical submittals;

(g) drawings;

(h) Documentation;

(i) testing documentation;

(j) project-specific configuration; and

(k) other expressly identified Services.

Unless expressly included as Professional Engineering Services, Orbis does not perform the overall hydraulic design of Customer’s fire-protection system.

15.3 Customer-Determined Fire-Water Demand

Customer, its Engineer of Record, fire-protection engineer, or other responsible design professional is responsible for determining the fire-water demand applicable to the facility.

Such responsibility includes determining, as applicable:

(a) required fire pump flow;

(b) required fire pump pressure;

(c) system hydraulic demand;

(d) hose-stream demand;

(e) sprinkler demand;

(f) standpipe demand;

(g) combined system demand;

(h) static and residual supply conditions;

(i) number of pumps required;

(j) redundancy requirements;

(k) system zoning;

(l) pressure-zone requirements;

(m) required duration; and

(n) any other facility-specific hydraulic requirement.

15.4 Orbis Does Not Determine Required Pump Capacity Unless Expressly Contracted

Unless Professional Engineering Services expressly include hydraulic design, Orbis does not determine the required fire pump flow or pressure for Customer’s facility.

Where Customer provides a requirement such as a specified flow and pressure, Orbis may rely upon that requirement as an approved project design criterion.

Selection of equipment capable of satisfying that stated duty point does not constitute independent verification that the duty point is sufficient for the protected facility.

15.5 Customer-Supplied Duty Point

Where Customer requests equipment based upon a stated duty point, Customer represents that the required:

(a) flow;

(b) pressure; and

(c) applicable operating criteria

have been determined by Customer or its responsible design professional.

Orbis is entitled to rely upon those figures without independently performing the building hydraulic calculations unless such calculations are expressly included in Orbis’s scope.

15.6 Pump Selection

Where Orbis performs pump selection, Orbis may select a pump whose published or certified performance characteristics are consistent with the duty point and technical requirements supplied by Customer.

Selection may consider, as applicable:

(a) rated capacity;

(b) rated pressure;

(c) pump type;

(d) available pump curve;

(e) driver requirements;

(f) speed;

(g) frequency;

(h) electrical characteristics;

(i) approval requirements;

(j) installation arrangement; and

(k) Manufacturer availability.

15.7 Pump Curve

Pump curves represent the performance characteristics of the applicable pump under the conditions established by the Manufacturer and applicable test requirements.

A pump curve does not establish the hydraulic demand of Customer’s building.

Customer and its responsible design professional shall confirm that the selected pump curve is suitable for the intended system.

15.8 Operating Range

Customer is responsible for confirming that the complete fire-protection system will operate within the acceptable performance range of the selected pump.

Operation at conditions materially outside the intended range may result in:

(a) excessive pressure;

(b) insufficient pressure;

(c) excessive horsepower demand;

(d) vibration;

(e) cavitation;

(f) overheating;

(g) seal or packing damage;

(h) unstable operation; or

(i) reduced equipment life.

15.9 Shutoff or Churn Pressure

Customer and its responsible design professional are responsible for evaluating shutoff or churn pressure in relation to:

(a) system pressure ratings;

(b) piping;

(c) valves;

(d) sprinkler components;

(e) standpipe components;

(f) pressure-reducing equipment;

(g) pressure-relief requirements; and

(h) other connected equipment.

Orbis’s supply of a pump curve does not constitute certification that Customer’s downstream system is suitable for the maximum pressure that may occur.

15.10 Maximum Horsepower

Customer shall ensure that the selected driver and electrical or mechanical infrastructure are suitable for the horsepower requirements of the pump across the applicable operating range.

Where applicable, driver selection shall account for the maximum brake horsepower required by the specified pump and applicable standards.

15.11 Pump Type

Customer shall identify any required pump type before order acceptance.

Where the project requires a particular configuration, including:

(a) horizontal split-case;

(b) vertical turbine;

(c) vertical in-line;

(d) end suction; or

(e) another specific configuration,

that requirement shall be expressly stated in the Contract.

15.12 Water Supply

Customer is responsible for determining the adequacy and characteristics of the available water supply.

Water-supply information may include:

(a) static pressure;

(b) residual pressure;

(c) available flow;

(d) minimum water level;

(e) tank level;

(f) reservoir level;

(g) municipal supply characteristics;

(h) suction-pipe arrangement;

(i) supply reliability;

(j) water temperature; and

(k) other conditions affecting pump operation.

15.13 No Water-Supply Verification

Unless expressly included in the Contract, Orbis does not:

(a) perform hydrant flow testing;

(b) certify municipal water supply;

(c) determine underground piping capacity;

(d) inspect Customer’s tank or reservoir;

(e) determine available suction pressure;

(f) verify minimum water level;

(g) perform facility hydraulic calculations; or

(h) warrant that Customer’s water source is adequate.

15.14 Suction Conditions

Customer and its responsible design professionals are responsible for proper pump suction conditions.

Relevant factors may include:

(a) suction-pipe size;

(b) suction-pipe length;

(c) fittings;

(d) elbows;

(e) reducers;

(f) valves;

(g) water level;

(h) static head;

(i) friction loss;

(j) turbulence;

(k) air entrainment;

(l) available pressure;

(m) temperature; and

(n) other hydraulic conditions.

15.15 Net Positive Suction Conditions

Where relevant to the pump type and application, Customer shall ensure that actual suction conditions are compatible with the Manufacturer’s requirements and do not create unacceptable cavitation or unstable operation.

Orbis shall not be responsible for cavitation or associated damage resulting from inadequate or materially different site suction conditions.

15.16 Vertical Turbine Pumps

For vertical turbine fire pumps, Customer is responsible for accurate information concerning:

(a) static water level;

(b) pumping water level;

(c) minimum water level;

(d) well, tank, reservoir, or intake dimensions;

(e) required setting length;

(f) column length;

(g) suction-bell position;

(h) submergence;

(i) intake conditions;

(j) water quality;

(k) available access;

(l) foundation configuration; and

(m) other site conditions affecting vertical turbine installation.

15.17 Changes in Water Level

Where a vertical turbine pump is selected based upon stated water levels, a material change in minimum or pumping water level may affect:

(a) required column length;

(b) bowl selection;

(c) required stages;

(d) pump performance;

(e) submergence;

(f) driver horsepower; and

(g) overall suitability.

Customer shall advise Orbis of material changes before manufacture.

15.18 Pump Room and Installation Environment

Customer is responsible for ensuring that the pump installation location provides appropriate:

(a) space;

(b) access;

(c) working clearance;

(d) ventilation;

(e) drainage;

(f) lighting;

(g) environmental protection;

(h) freeze protection;

(i) flood protection;

(j) equipment-removal access;

(k) foundation;

(l) structural support; and

(m) other conditions required by Applicable Law and Manufacturer Documentation.

15.19 Foundation

Unless expressly included, Orbis does not design or provide Customer’s structural foundation or concrete equipment pad.

Customer is responsible for ensuring that the foundation is suitable for:

(a) equipment weight;

(b) operating load;

(c) vibration;

(d) anchorage;

(e) alignment; and

(f) applicable structural requirements.

15.20 Skid and Base

Supply of a pump skid, common base, or fabricated base does not constitute structural certification of Customer’s building or foundation.

Customer shall install and anchor the skid or base in accordance with applicable Manufacturer and project requirements.

15.21 Alignment

Pump and driver alignment may be affected by:

(a) transportation;

(b) lifting;

(c) foundation installation;

(d) grouting;

(e) piping strain;

(f) temperature;

(g) settlement; and

(h) field assembly.

Customer and the installing contractor are responsible for final field alignment where required by Manufacturer Documentation or good installation practice.

Factory alignment does not eliminate the need for field verification.

15.22 Piping Strain

Field piping shall not impose damaging mechanical strain upon the pump, driver, skid, or associated equipment.

Customer is responsible for proper independent support and alignment of field piping.

15.23 Suction and Discharge Piping

Unless expressly included, Orbis does not design or install Customer’s suction and discharge piping.

Customer is responsible for:

(a) pipe sizing;

(b) field routing;

(c) support;

(d) valves;

(e) reducers;

(f) fittings;

(g) drainage;

(h) test connections;

(i) bypass piping;

(j) sensing lines;

(k) pressure-relief arrangements; and

(l) compliance with project and code requirements.

15.24 Valves and Accessories

Only valves, fittings, meters, relief devices, test headers, flow devices, and other accessories expressly identified in the Contract are included.

Customer shall not assume that a quoted Fire Pump Package includes every valve or accessory required for the complete facility installation.

15.25 Scope Boundaries

Items such as:

(a) suction piping;

(b) discharge piping;

(c) underground piping;

(d) OS&Y valves;

(e) check valves;

(f) test headers;

(g) flow meters;

(h) relief valves;

(i) hose valves;

(j) tanks;

(k) fuel tanks;

(l) exhaust systems;

(m) ventilation systems;

(n) electrical feeders;

(o) generators;

(p) transfer switches; and

(q) field instrumentation

are included only where expressly stated in the Contract.

15.26 Electric Fire Pumps

For electric-motor-driven Fire Pump Packages, Customer is responsible for providing accurate information concerning:

(a) supply voltage;

(b) phase;

(c) frequency;

(d) available fault current where required;

(e) electrical service characteristics;

(f) emergency-power arrangement;

(g) generator characteristics where applicable;

(h) required motor horsepower;

(i) starting method where applicable; and

(j) applicable local electrical requirements.

15.27 Frequency

Electric motors and related equipment shall be selected for the frequency specified in the Contract.

Customer shall correctly identify whether the project requires, for example, 50 Hz or 60 Hz equipment.

Frequency can materially affect:

(a) motor speed;

(b) pump speed;

(c) pump performance;

(d) horsepower;

(e) control equipment; and

(f) overall package suitability.

15.28 Voltage

Customer shall verify the project voltage before order release.

Equipment manufactured for one voltage shall not be assumed suitable for another voltage merely because both are nominally similar.

Any applicable voltage range or tolerance shall be governed by Manufacturer Documentation.

15.29 Phase

Customer shall identify the required electrical phase.

Three-phase equipment shall be connected and checked for proper phase rotation by qualified personnel before operation.

15.30 Electrical Capacity

Customer is responsible for ensuring that the electrical service, utility supply, transformer, generator, conductors, overcurrent protection, and other electrical infrastructure are adequate for the supplied equipment.

15.31 Generator-Supplied Fire Pumps

Where an electric fire pump is supplied from emergency or standby generation, Customer and its responsible electrical design professionals are responsible for ensuring compatibility among:

(a) generator capacity;

(b) starting characteristics;

(c) voltage regulation;

(d) frequency regulation;

(e) transfer equipment;

(f) fire pump controller;

(g) motor;

(h) feeder; and

(i) other connected loads.

15.32 Diesel Fire Pumps

For diesel-engine-driven Fire Pump Packages, Customer shall provide or approve applicable requirements concerning:

(a) required pump duty;

(b) engine rating;

(c) altitude;

(d) ambient temperature;

(e) cooling arrangement;

(f) fuel arrangement;

(g) exhaust arrangement;

(h) starting batteries;

(i) controller;

(j) room ventilation; and

(k) applicable certification requirements.

15.33 Diesel Engine Derating

Diesel-engine output may be affected by altitude, temperature, environmental conditions, fuel, and other factors.

Customer shall disclose project conditions that may require engine derating or special configuration.

15.34 Diesel Fuel System

Unless expressly included, Customer is responsible for facility fuel-system design and installation.

Customer shall ensure adequate:

(a) fuel quantity;

(b) fuel quality;

(c) tank arrangement;

(d) piping;

(e) venting;

(f) filling provisions;

(g) containment; and

(h) maintenance.

15.35 Diesel Exhaust

Customer is responsible for design and installation of the engine exhaust system unless expressly included.

Excessive exhaust restriction may adversely affect engine performance.

15.36 Diesel Cooling

Customer shall ensure that the required cooling arrangement is properly installed and supplied.

Cooling-water or heat-exchanger arrangements shall comply with applicable Manufacturer and project requirements.

15.37 Diesel Room Ventilation

Customer is responsible for providing adequate ventilation and combustion air for diesel-engine operation and for managing heat generated within the pump room.

15.38 Starting Batteries

Where batteries are supplied with a diesel Fire Pump Package, Customer is responsible for:

(a) proper installation;

(b) charging;

(c) inspection;

(d) electrolyte requirements where applicable;

(e) replacement;

(f) environmental conditions; and

(g) ongoing maintenance.

Batteries are consumable components and may be subject to separate Manufacturer warranty terms.

15.39 Controllers

Fire pump and jockey pump controllers shall be installed and connected according to applicable Manufacturer instructions, project requirements, and Applicable Law.

Customer shall not modify controller programming, settings, wiring, protective devices, or logic in a manner inconsistent with the approved system requirements.

15.40 Controller Ratings

Customer is responsible for ensuring that the specified controller characteristics are correct, including, as applicable:

(a) voltage;

(b) phase;

(c) frequency;

(d) horsepower;

(e) short-circuit rating;

(f) starting method;

(g) enclosure rating;

(h) alarm interfaces; and

(i) listing requirements.

15.41 Jockey Pumps

Where a jockey pump is included, Customer and its responsible design professional are responsible for establishing or approving:

(a) required flow;

(b) required pressure;

(c) start pressure;

(d) stop pressure;

(e) controller settings; and

(f) interaction with the primary fire pump system.

15.42 Jockey Pump Is Not Primary Fire Protection

A jockey pump is intended to maintain system pressure and compensate for minor leakage or pressure variation.

It is not a substitute for the primary fire pump and shall not be relied upon to satisfy the facility’s required fire-flow demand.

15.43 Pressure Settings

Customer and the responsible design professional shall determine appropriate pressure settings for:

(a) jockey pump start;

(b) jockey pump stop;

(c) primary fire pump start;

(d) secondary pump start where applicable; and

(e) related pressure-controlled equipment.

Orbis may provide recommended or Manufacturer-derived settings based upon Customer-provided information, but does not thereby assume responsibility for the facility hydraulic design.

15.44 Multiple Fire Pumps

Where multiple fire pumps are used, Customer’s responsible design professional shall determine:

(a) number of pumps;

(b) sequencing;

(c) redundancy;

(d) duty allocation;

(e) pressure settings;

(f) parallel or zoned operation;

(g) power-source requirements; and

(h) other system-level design criteria.

15.45 Series or Pressure-Zone Applications

Applications involving pumps in series, pressure zones, high-rise systems, pressure-reducing equipment, or other complex arrangements require project-specific engineering by the responsible design professional.

Orbis does not assume responsibility for such overall system design solely by supplying the pump equipment.

15.46 Fire Pump Listing and Approval Requirements

Customer shall identify before order acceptance whether the project requires:

(a) UL Listed equipment;

(b) FM Approved equipment;

(c) both UL and FM;

(d) other third-party certification; or

(e) project-specific approval.

Availability of one approved configuration does not mean every pump, driver, controller, jockey pump, accessory, or package configuration carries identical approval.

15.47 Approval Scope

A UL listing, FM approval, or other certification applies only to the equipment and configuration within the applicable listing or approval.

Customer shall not represent non-approved accessories or a modified package as part of an approved assembly unless supported by the applicable certification.

15.48 Manufacturer Documentation

Fire Pump Packages may incorporate equipment manufactured by multiple specialized Manufacturers.

Applicable Manufacturer Documentation shall govern technical matters such as:

(a) installation;

(b) alignment;

(c) lubrication;

(d) startup;

(e) operation;

(f) maintenance;

(g) controller programming;

(h) engine maintenance;

(i) battery maintenance; and

(j) warranty conditions

for the relevant component.

15.49 Factory Testing

Where factory testing is included, the applicable test confirms equipment performance under the conditions and scope of the factory test.

Factory testing does not verify:

(a) Customer’s site water supply;

(b) field suction conditions;

(c) Customer piping;

(d) field electrical supply;

(e) building hydraulic performance;

(f) foundation;

(g) field alignment; or

(h) complete installed-system performance.

15.50 Certified Pump Curves

Where supplied, certified or Manufacturer-issued pump curves shall apply to the tested or represented pump configuration.

Customer shall use the final applicable curve rather than preliminary selection data when completing final project coordination.

15.51 Factory Acceptance Testing

Witnessed factory acceptance testing is included only where expressly stated.

Customer requirements concerning:

(a) witness attendance;

(b) advance notice;

(c) test procedures;

(d) third-party inspection;

(e) special reports;

(f) video recording;

(g) certification; or

(h) additional testing

shall be disclosed before order acceptance.

15.52 Field Acceptance Testing

Customer is responsible for arranging and completing field acceptance testing required by:

(a) Applicable Law;

(b) the AHJ;

(c) applicable standards;

(d) owner requirements;

(e) insurer requirements; and

(f) project specifications,

unless expressly included in Orbis’s scope.

15.53 Factory Test Does Not Replace Field Acceptance

A successful factory test does not eliminate required field acceptance testing.

The installed Fire Pump Package must be tested under actual field conditions where required.

15.54 Field Test Conditions

Customer shall ensure that field testing can be performed under suitable conditions, including availability of:

(a) adequate water supply;

(b) discharge path;

(c) power;

(d) fuel;

(e) calibrated instruments;

(f) required test connections;

(g) qualified personnel;

(h) AHJ or witness personnel where required; and

(i) safe site conditions.

15.55 Field Performance

Actual field performance can be affected by conditions outside the pump package, including:

(a) inadequate water supply;

(b) restrictive suction piping;

(c) incorrect valve position;

(d) air entrainment;

(e) incorrect field wiring;

(f) voltage deficiency;

(g) generator instability;

(h) piping strain;

(i) poor alignment;

(j) obstruction;

(k) elevation;

(l) incorrect rotational direction;

(m) field modifications; and

(n) inadequate maintenance.

A field test result differing from factory performance does not, by itself, establish a defect in the supplied pump.

15.56 Cavitation

Orbis is not responsible for cavitation caused by site conditions, including:

(a) inadequate suction pressure;

(b) undersized suction piping;

(c) excessive suction losses;

(d) low water level;

(e) improper fittings;

(f) turbulent approach flow;

(g) air entrainment;

(h) obstruction; or

(i) other Customer-controlled hydraulic conditions.

15.57 Vibration

Excessive vibration may arise from:

(a) misalignment;

(b) foundation conditions;

(c) piping strain;

(d) cavitation;

(e) hydraulic instability;

(f) coupling condition;

(g) driver condition;

(h) improper installation; or

(i) equipment defect.

The cause of vibration shall be investigated before responsibility is assigned.

15.58 Rotation Verification

Electric-motor-driven pumps shall not be operated under load until correct rotational direction has been verified.

Damage resulting from operation in incorrect rotation due to field wiring is not a product defect.

15.59 Initial Startup

Initial startup shall be performed according to applicable Manufacturer procedures.

Customer shall verify, as applicable:

(a) lubrication;

(b) alignment;

(c) valve positions;

(d) water availability;

(e) priming;

(f) electrical characteristics;

(g) fuel availability;

(h) cooling;

(i) controller setup; and

(j) safe operating condition.

15.60 Dry Operation

Pumps shall not be operated dry unless expressly permitted by the Manufacturer.

Damage caused by dry operation, inadequate water supply, loss of prime, or other improper startup conditions is excluded from Orbis responsibility to the extent caused by such conditions.

15.61 Pump Room Temperature

Customer is responsible for maintaining environmental conditions suitable for the pump, controller, driver, batteries, fuel, and other supplied equipment.

15.62 Freeze Protection

Customer is responsible for protecting water-containing equipment and piping from freezing where applicable.

Damage caused by freezing is not an equipment defect.

15.63 Corrosive and Marine Environments

Customer shall disclose corrosive, marine, salt-air, chemical, outdoor, washdown, or other severe environmental conditions before order acceptance.

Special materials, coatings, enclosures, or maintenance may be required.

Standard equipment is not automatically suitable for severe environments.

15.64 Water Quality

Customer shall disclose unusual water conditions that may affect the pump or associated equipment, including:

(a) saltwater;

(b) brackish water;

(c) high sediment;

(d) abrasive solids;

(e) chemically aggressive water;

(f) contaminated water; or

(g) other non-standard conditions.

15.65 Materials of Construction

Special materials of construction, including stainless steel, bronze, special coatings, or corrosion-resistant components, are included only where expressly specified in the Contract.

15.66 Pump Modifications

Customer shall not modify:

(a) impellers;

(b) bowls;

(c) shafts;

(d) couplings;

(e) driver speed;

(f) motor;

(g) engine;

(h) controller;

(i) sensing lines;

(j) pressure settings; or

(k) other performance-critical elements

without appropriate technical review.

15.67 Impeller Trimming or Replacement

Any impeller trimming, replacement, or other hydraulic modification shall be performed or authorized by qualified personnel and shall account for the resulting performance and horsepower characteristics.

15.68 Replacement of Driver

Customer shall not substitute a motor or engine without confirming compatibility with:

(a) pump requirements;

(b) speed;

(c) horsepower;

(d) controller;

(e) certification;

(f) coupling;

(g) mounting; and

(h) applicable code requirements.

15.69 Unauthorized Field Fabrication

Customer shall not cut, weld, drill, relocate, or materially modify a pump skid, base, coupling guard, manifold, controller enclosure, or other supplied assembly where such alteration may affect:

(a) alignment;

(b) structural integrity;

(c) certification;

(d) safety;

(e) warranty; or

(f) performance

without appropriate authorization.

15.70 Long-Term Storage

Fire Pump Packages held in storage before installation may require preservation measures.

Depending upon the equipment and storage period, such measures may include:

(a) environmental protection;

(b) shaft rotation;

(c) lubrication;

(d) corrosion prevention;

(e) battery maintenance;

(f) engine preservation;

(g) fuel-system protection;

(h) controller protection;

(i) moisture control; and

(j) periodic inspection.

15.71 Customer-Requested Storage

Where Customer delays installation or shipment, Customer is responsible for following applicable Manufacturer storage requirements.

Orbis is not responsible for deterioration caused by improper or prolonged storage after risk has transferred.

15.72 Maintenance

Customer shall inspect, test, and maintain Fire Pump Packages according to:

(a) Applicable Law;

(b) applicable fire-protection standards;

(c) AHJ requirements;

(d) Manufacturer Documentation; and

(e) the conditions of the installation.

15.73 Maintenance Responsibility

Purchase of a Fire Pump Package does not include ongoing:

(a) inspection;

(b) testing;

(c) maintenance;

(d) fuel maintenance;

(e) battery replacement;

(f) controller service;

(g) engine service;

(h) pump packing or seal adjustment;

(i) alignment checks; or

(j) annual performance testing

unless expressly included in a separate service scope.

15.74 Maintenance Records

Customer shall maintain appropriate records of:

(a) weekly or periodic operation;

(b) inspections;

(c) maintenance;

(d) repairs;

(e) testing;

(f) controller events;

(g) engine service;

(h) battery service;

(i) fuel maintenance; and

(j) performance tests.

15.75 Failure to Maintain

Orbis is not responsible for performance deficiencies caused by materially inadequate inspection or maintenance.

Examples include:

(a) degraded batteries;

(b) contaminated fuel;

(c) closed valves;

(d) corroded components;

(e) loss of lubrication;

(f) deteriorated packing;

(g) blocked sensing lines;

(h) controller modification;

(i) seized components;

(j) improper alignment; or

(k) prolonged non-operation.

15.76 Spare Parts

Spare parts are included only where expressly stated.

Customer should maintain appropriate critical spares based upon project location, equipment importance, Manufacturer recommendations, and desired recovery time.

15.77 Replacement-Part Availability

Orbis does not guarantee indefinite availability of every original component or model.

Manufacturers may discontinue or supersede equipment.

Where an original component is unavailable, Orbis may propose a suitable replacement or retrofit subject to technical compatibility.

15.78 Third-Party Equipment

Fire Pump Packages may consist primarily or partially of Third-Party Equipment.

Applicable Manufacturer warranty, technical, installation, and maintenance requirements shall apply to those components subject to the warranty provisions of these Terms.

15.79 Manufacturer Lead Times

Fire Pump Packages are commonly manufactured or configured to order.

Manufacturer production schedules may vary based upon:

(a) pump type;

(b) capacity;

(c) pressure;

(d) driver;

(e) controller;

(f) certification;

(g) materials;

(h) testing;

(i) project requirements; and

(j) factory capacity.

Lead times remain governed by Section 10.

15.80 Custom Nature of Fire Pump Packages

Customer acknowledges that Fire Pump Packages are often project-specific and may have limited resale value.

Accordingly, cancellation and return rights are limited as provided in Sections 7 and 11.

15.81 AHJ Approval

Customer remains responsible for obtaining required AHJ approval and final field acceptance unless expressly included in Orbis’s scope.

Orbis does not guarantee that an AHJ will accept equipment solely because it meets a particular Manufacturer specification, listing, approval, or project criterion.

15.82 Project Specifications

Customer shall identify before order acceptance any project-specific requirement concerning:

(a) pump manufacturer;

(b) pump type;

(c) listing;

(d) approval;

(e) materials;

(f) pressure rating;

(g) motor enclosure;

(h) engine model;

(i) controller options;

(j) communications;

(k) testing;

(l) seismic requirements;

(m) coatings;

(n) accessories;

(o) documentation; or

(p) other owner requirements.

Late identification of such requirements may result in revised price and schedule.

15.83 No Implied Complete Pump Room

A quotation for a Fire Pump Package does not imply supply of a complete pump room.

Only equipment expressly listed in the Contract is included.

Equipment necessary for the overall facility but omitted from Orbis’s scope remains Customer’s responsibility.

15.84 No Installation Assumption

Supply of a packaged skid does not mean that the unit can be placed at the site without further installation work.

Customer remains responsible for field:

(a) piping;

(b) electrical connection;

(c) fuel connection;

(d) exhaust;

(e) drainage;

(f) ventilation;

(g) foundation;

(h) anchorage;

(i) alignment;

(j) testing; and

(k) commissioning requirements

unless expressly included.

15.85 No Guarantee of Facility Fire Protection Adequacy

Orbis’s supply of a Fire Pump Package does not constitute a representation or warranty that the complete facility has adequate fire protection.

Overall adequacy depends upon factors outside the supplied pump equipment, including:

(a) hydraulic design;

(b) water supply;

(c) sprinkler and standpipe design;

(d) piping;

(e) valves;

(f) alarms;

(g) power;

(h) maintenance;

(i) building configuration; and

(j) other fire-protection systems.

15.86 No Guarantee Based Solely on Rated Duty

A pump meeting its specified rated duty does not establish that Customer’s complete system will provide the required pressure or flow at every remote or hydraulically demanding location.

Such system-level performance depends upon the overall hydraulic design.

15.87 Responsibility for Wrong Customer-Specified Criteria

Where Orbis supplies Goods materially conforming to Customer-approved criteria, Orbis shall not be responsible for the cost of replacing or modifying those Goods merely because the approved criteria were later determined to be incorrect.

This includes errors concerning:

(a) flow;

(b) pressure;

(c) pump type;

(d) voltage;

(e) phase;

(f) frequency;

(g) driver;

(h) water level;

(i) materials;

(j) certification; or

(k) other Customer-controlled specifications.

This provision does not apply where Orbis supplied equipment materially inconsistent with criteria expressly agreed in the Contract.

15.88 Customer Review of Final Submittal

Before release to manufacture, Customer shall carefully review final applicable Fire Pump Package submittals for:

(a) pump model;

(b) rated flow;

(c) rated pressure;

(d) driver;

(e) horsepower;

(f) voltage;

(g) phase;

(h) frequency;

(i) controller;

(j) jockey pump;

(k) accessories;

(l) dimensions;

(m) connection sizes;

(n) materials;

(o) certification; and

(p) project-specific requirements.

Customer approval authorizes release of the package based upon the approved information.

15.89 Release to Manufacture

Once Customer has approved applicable submittals and Orbis has released the Fire Pump Package to manufacture, changes may be subject to:

(a) Manufacturer approval;

(b) reengineering;

(c) additional cost;

(d) cancellation charges;

(e) revised production dates; and

(f) revised delivery dates.

15.90 Material Basis of Fire Pump Terms

Customer acknowledges that proper Fire Pump Package selection and performance depend upon accurate hydraulic criteria, water-supply information, electrical or diesel design conditions, field installation, commissioning, testing, and ongoing maintenance.

Orbis’s role in selecting or supplying equipment against Customer-provided requirements does not transfer responsibility for the complete facility hydraulic or fire-protection design to Orbis.

The allocation of responsibilities established in this Section is a material basis of Orbis’s pricing and supply of Fire Pump Packages.

16. THIRD-PARTY EQUIPMENT AND MANUFACTURER-SUPPLIED PRODUCTS

16.1 Third-Party Equipment

Certain Goods supplied by Orbis may be manufactured, assembled, branded, tested, certified, or warranted by third-party Manufacturers.

Third-Party Equipment may include fire pumps, drivers, controllers, total flooding equipment, detection and control devices, valves, cylinders, accessories, and other products identified in the applicable Contract or Documentation.

Orbis’s sale, coordination, packaging, documentation, or private labeling of Third-Party Equipment does not, by itself, constitute a representation that Orbis manufactured the underlying product.

16.2 Orbis’s Role

For Third-Party Equipment, Orbis may perform one or more of the following functions:

(a) product selection based on Customer-approved requirements;

(b) procurement;

(c) commercial coordination;

(d) configuration or package coordination;

(e) review of Manufacturer information;

(f) preparation or coordination of submittals;

(g) logistics coordination; and

(h) technical support within Orbis’s agreed scope.

Orbis remains responsible for obligations expressly undertaken by Orbis under the Contract, but does not assume responsibilities belonging to the Manufacturer merely because Orbis supplies the equipment.

16.3 Manufacturer Specifications

Third-Party Equipment is subject to the applicable Manufacturer’s:

(a) specifications;

(b) tolerances;

(c) installation requirements;

(d) operating limitations;

(e) maintenance requirements;

(f) testing procedures;

(g) certifications and approval conditions; and

(h) warranty requirements.

Where a Manufacturer requirement specifically governs the technical operation or maintenance of its equipment, that requirement shall control over inconsistent general technical guidance, unless Orbis expressly provides a project-specific Written instruction to the contrary.

16.4 Manufacturer Information

Orbis may rely upon technical, dimensional, performance, certification, testing, lead-time, and other information provided by a Manufacturer.

Orbis shall use commercially reasonable care in communicating such information but does not independently warrant the accuracy of Manufacturer-originated information except to the extent Orbis expressly adopts a particular requirement or representation in the Contract.

16.5 Manufacturer Changes

Manufacturers may revise, supersede, discontinue, or replace products, components, materials, specifications, documentation, or production methods.

Where this occurs before delivery, Orbis may provide or propose a successor or substitute product that materially satisfies the agreed requirements.

If a Manufacturer change materially affects performance, dimensions, interfaces, certification, or another Contract requirement, Orbis shall notify Customer where reasonably practicable.

16.6 Product Availability

Third-Party Equipment remains subject to Manufacturer availability.

If specified equipment becomes unavailable, discontinued, subject to extraordinary delay, or commercially impracticable to obtain for reasons outside Orbis’s reasonable control, Orbis may:

(a) propose an equivalent or successor product;

(b) revise the delivery schedule;

(c) revise affected pricing where permitted by the Contract; or

(d) cancel the affected portion of the order and refund amounts paid for undelivered affected Goods where no commercially reasonable substitute is available.

This provision does not excuse Orbis from responsibility for its own unauthorized substitution or breach.

16.7 Certification and Approval Scope

Any UL listing, FM approval, CE marking, TPED approval, DOT status, or other certification associated with Third-Party Equipment applies only within the scope of the applicable Manufacturer certification.

Customer shall not assume that:

(a) every component in a package carries the same approval;

(b) an approved component makes the complete system approved;

(c) modification preserves an approval; or

(d) one Manufacturer’s certification applies to equipment supplied by another Manufacturer.

Project-specific certification requirements must be expressly identified in the Contract.

16.8 Manufacturer Warranty

Third-Party Equipment may be covered by a Manufacturer warranty.

To the extent permitted by Applicable Law and stated in the Contract, Orbis may satisfy its warranty obligations for Third-Party Equipment by administering, assigning, or passing through the applicable Manufacturer warranty.

Customer shall comply with applicable Manufacturer warranty conditions, including requirements concerning installation, startup, commissioning, maintenance, authorized service, and claim documentation.

The detailed warranty provisions of Section 17 shall govern the relationship between Orbis, Customer, and any Manufacturer warranty.

16.9 Warranty Administration

Where Customer reports an alleged defect in Third-Party Equipment, Orbis may require reasonable information necessary to evaluate or submit the claim to the Manufacturer.

Orbis may coordinate inspection, troubleshooting, repair, replacement, or Manufacturer review.

Orbis’s administration of a warranty claim does not constitute an admission that the equipment is defective or that Orbis is independently liable for the claimed loss.

16.10 Manufacturer Warranty Decisions

Where a warranty remedy is dependent upon Manufacturer evaluation, Orbis may rely upon the Manufacturer’s reasonable technical determination regarding whether the alleged condition is covered.

Nothing in this provision permits Orbis to avoid an independent obligation expressly assumed by Orbis under the Contract.

16.11 Manufacturer Service Requirements

Customer shall follow Manufacturer requirements applicable to Third-Party Equipment concerning installation, commissioning, operation, testing, inspection, maintenance, storage, and service.

Failure to follow such requirements may affect warranty coverage to the extent that the failure caused or contributed to the claimed defect or damage.

16.12 Replacement and Successor Products

If an original Third-Party component is unavailable at the time warranty or service work is required, Orbis or the Manufacturer may provide a commercially reasonable successor, replacement, or functionally equivalent component.

Customer is not entitled to replacement with an identical discontinued model where an appropriate equivalent remedy is available.

16.13 Manufacturer Lead Times

Any Manufacturer lead time communicated by Orbis is subject to Section 10.

Unless expressly guaranteed by Orbis in Writing, Manufacturer production dates and delivery forecasts are estimates and may change.

16.14 Manufacturer Documentation

Customer shall retain and follow applicable Manufacturer manuals, datasheets, service instructions, and safety information supplied with Third-Party Equipment.

Where Orbis combines Third-Party Equipment into a broader package, Customer shall follow both:

(a) Orbis project-specific Documentation; and

(b) the applicable Manufacturer Documentation.

16.15 Third-Party Defects Versus Orbis Scope

A defect originating solely within Third-Party Equipment shall be addressed under the applicable warranty provisions.

A defect caused by Orbis’s own assembly, configuration, Documentation, programming, or other expressly undertaken work remains subject to Orbis’s obligations under the Contract.

The fact that a package contains Third-Party Equipment does not eliminate Orbis’s responsibility for work actually performed by Orbis.

16.16 No Manufacturer Agency

Unless expressly authorized, Orbis is not an agent capable of modifying a Manufacturer’s warranty, certification, published performance criteria, or other proprietary terms.

Likewise, a Manufacturer is not authorized to modify Orbis’s commercial Terms unless Orbis expressly agrees in Writing.

16.17 No Independent Customer Rights Against Manufacturer Through Orbis Contract

Unless expressly stated otherwise, the Contract is between Orbis and Customer.

Nothing in the Contract creates broader rights against a Manufacturer than those provided by the applicable Manufacturer warranty or Applicable Law.

16.18 Material Basis

Customer acknowledges that certain Goods supplied by Orbis incorporate specialized Third-Party Equipment and that technical performance, certifications, component availability, and factory warranty may depend upon the applicable Manufacturer.

The allocation of responsibilities in this Section is a material basis of Orbis’s supply of such Goods.

17. WARRANTY

17.1 Limited Warranty

Subject to the exclusions, conditions, and limitations in these Terms, Orbis warrants that, during the applicable warranty period:

(a) Goods manufactured or assembled by Orbis will be free from material defects in materials and workmanship under normal and proper use; and

(b) Services performed directly by Orbis will be performed in a commercially reasonable and workmanlike manner.

This limited warranty applies only to defects attributable to Orbis and does not guarantee overall fire-protection performance, project approval, or suitability of Customer-provided design criteria.

17.2 Warranty Period

Unless a different period is expressly stated in the applicable Quotation, Order Acknowledgment, product Documentation, or Manufacturer warranty, the warranty period for Goods manufactured or assembled by Orbis shall be twelve (12) months from shipment.

Services performed directly by Orbis shall be warranted for ninety (90) days from completion unless otherwise stated in the Contract.

The applicable warranty period for Third-Party Equipment shall be governed by Section 17.3.

17.3 Third-Party Equipment

Third-Party Equipment is subject to the applicable Manufacturer warranty, if any.

To the extent permitted by Applicable Law, Orbis’s warranty obligation for a defect originating solely within Third-Party Equipment is limited to:

(a) passing through or assigning the applicable Manufacturer warranty where permitted;

(b) reasonably assisting Customer in submitting a Manufacturer warranty claim; and

(c) administering any remedy made available through the Manufacturer.

Orbis does not extend the duration or scope of a Manufacturer warranty merely by reselling or supplying the applicable equipment.

Nothing in this Section limits Orbis’s responsibility for defects caused by Orbis’s own assembly, configuration, programming, Documentation, or other expressly undertaken work.

17.4 Exclusive Warranty Remedies

For a valid warranty claim, Orbis may, at its option and subject to Applicable Law:

(a) repair the affected Goods;

(b) replace the affected Goods or component;

(c) provide a functionally equivalent replacement;

(d) reperform the affected Service;

(e) issue a credit for the affected Goods or Services; or

(f) refund the amount paid for the affected Goods or Services.

These remedies are Customer’s exclusive contractual remedies for breach of the express warranty unless otherwise expressly agreed in Writing.

17.5 Repair or Replacement Does Not Restart Entire Warranty

Repair or replacement of a component does not restart the warranty period for the entire system.

Any repaired or replacement component shall be covered for the longer of:

(a) the remainder of the original applicable warranty period; or

(b) any minimum period required by Applicable Law.

17.6 Warranty Claim Procedure

Customer shall notify Orbis promptly in Writing after discovery of an alleged defect.

The claim shall include, to the extent reasonably available:

(a) order or invoice number;

(b) product identification;

(c) serial number where applicable;

(d) description of the issue;

(e) installation date;

(f) commissioning date where applicable;

(g) photographs or video;

(h) maintenance and service history;

(i) operating conditions;

(j) applicable alarm, pressure, or test data; and

(k) other information reasonably requested by Orbis.

Customer shall provide Orbis a reasonable opportunity to investigate the alleged defect.

17.7 Preservation of Goods

Customer shall preserve allegedly defective Goods for reasonable inspection.

Customer shall not destroy, discard, materially modify, dismantle, or return the Goods without authorization where doing so would materially interfere with evaluation of the claim, except where action is reasonably necessary for safety.

17.8 Warranty Inspection

Orbis may require:

(a) photographs;

(b) remote troubleshooting;

(c) return of the affected component;

(d) inspection by Orbis;

(e) inspection by the applicable Manufacturer; or

(f) site inspection where reasonably necessary.

Issuance of an RMA, inspection, troubleshooting, or replacement pending investigation does not constitute an admission of liability.

17.9 Warranty Exclusions

The warranty does not cover failure, damage, deterioration, or malfunction to the extent caused by:

(a) improper installation;

(b) installation contrary to applicable Documentation;

(c) incorrect system design or criteria supplied by Customer or third parties;

(d) incorrect application;

(e) operation outside stated limits;

(f) misuse, abuse, neglect, or accident;

(g) improper storage;

(h) transportation damage after risk of loss transfers;

(i) inadequate inspection or maintenance;

(j) improper recharge or filling;

(k) incorrect or contaminated extinguishing agent;

(l) improper pressurization;

(m) unauthorized repair or modification;

(n) use of incompatible or unauthorized replacement parts;

(o) incorrect electrical supply, voltage, phase, or frequency;

(p) inadequate water supply or suction conditions;

(q) piping strain, misalignment, or poor field workmanship;

(r) corrosion, contamination, environmental exposure, or water quality outside disclosed conditions;

(s) fire, flood, lightning, freezing, impact, vandalism, or other external casualty;

(t) normal wear or consumption;

(u) changes to the protected hazard, enclosure, building, water supply, electrical system, or other project condition after design or supply; or

(v) failure to comply with applicable Orbis or Manufacturer Documentation.

17.10 Consumables and Wear Items

Unless expressly warranted otherwise, the warranty does not cover normal replacement of consumable or wear items, including as applicable:

(a) batteries;

(b) filters;

(c) seals;

(d) O-rings;

(e) packing;

(f) lubricants;

(g) detector consumables;

(h) rupture or activation elements; and

(i) other components intended to be periodically inspected, serviced, or replaced.

This exclusion does not apply to a proven defect in the item itself existing at delivery.

17.11 Unauthorized Work

Third-party installation, maintenance, or repair does not automatically void all warranty rights.

However, warranty coverage may be denied to the extent unauthorized or improper third-party work:

(a) caused or contributed to the failure;

(b) altered the condition of the Goods;

(c) prevented reasonable diagnosis;

(d) introduced incompatible parts or materials; or

(e) placed the Goods outside applicable operating requirements.

17.12 Customer-Provided or Customer-Selected Components

Orbis does not warrant components, materials, agents, software, or equipment supplied directly by Customer or mandated by Customer contrary to Orbis’s recommendation.

Orbis remains responsible for any separate defect in work actually performed by Orbis.

17.13 Site and System Conditions

A warranty concerning individual Goods does not constitute a warranty concerning:

(a) the adequacy of Customer’s complete fire-protection design;

(b) enclosure integrity;

(c) water supply;

(d) hydraulic demand;

(e) building electrical system;

(f) external alarms or controls;

(g) HVAC systems;

(h) third-party equipment; or

(i) other conditions outside the supplied Goods and expressly agreed Services.

17.14 No Warranty of AHJ Approval

Orbis does not warrant that Goods, Documentation, or a complete project will be accepted by an AHJ, owner, consultant, insurer, or other third party unless such specific approval is expressly made a contractual condition by Orbis.

17.15 No Warranty of Fire Prevention or Extinguishment

The limited warranty concerns conformity and workmanship of the applicable Goods or Services.

It is not a guarantee that:

(a) fire will not occur;

(b) every fire will be detected;

(c) every fire will be suppressed or extinguished;

(d) re-ignition will not occur;

(e) property damage will be prevented; or

(f) business interruption or personal injury will not occur.

17.16 Warranty Labor and Access

Unless expressly included in the applicable warranty, warranty replacement of a component does not include costs of:

(a) removal;

(b) reinstallation;

(c) scaffolding;

(d) cranes;

(e) rigging;

(f) site access;

(g) demolition;

(h) restoration of finishes;

(i) contractor labor;

(j) travel;

(k) accommodation; or

(l) other field expenses.

Where Orbis determines that field labor is reasonably required as part of a covered remedy, the scope of such labor shall be agreed or authorized by Orbis before the cost is incurred.

17.17 Unauthorized Backcharges

Customer shall not incur warranty-related labor, replacement, travel, freight, or third-party repair costs and charge them to Orbis without prior Written authorization, except for reasonable emergency action necessary to protect life or prevent substantial additional damage.

17.18 Freight on Warranty Claims

Transportation responsibility for warranty claims shall be determined by Orbis based upon the nature and location of the defect.

Where a verified defect is covered by the Orbis warranty, Orbis shall bear reasonable authorized transportation costs associated with the selected remedy.

Customer remains responsible for unauthorized, expedited, premium, or avoidable transportation charges unless expressly approved.

17.19 No-Fault-Found Evaluation

Where Goods submitted as defective are reasonably tested and no covered defect is found, Orbis may charge reasonable inspection, testing, return freight, and handling costs.

17.20 Warranty Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE CONTRACT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORBIS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NO ORAL STATEMENT, TECHNICAL ASSISTANCE, RECOMMENDATION, MARKETING MATERIAL, WEBSITE CONTENT, SAMPLE, DRAWING, OR OTHER COMMUNICATION CREATES A WARRANTY UNLESS EXPRESSLY INCORPORATED INTO THE CONTRACT BY ORBIS IN WRITING.

17.21 Particular Purpose

Customer is responsible for determining whether the Goods are suitable for Customer’s particular purpose except to the extent Orbis expressly assumes a specific design obligation in the Contract.

Any recommendation by Orbis based upon Customer-Furnished Information remains subject to the assumptions and limitations stated in these Terms.

17.22 Mandatory Legal Rights

Nothing in this Section excludes or limits any warranty or remedy that cannot lawfully be excluded or limited.

Where Applicable Law prohibits a disclaimer or limitation contained in this Section, that disclaimer or limitation shall apply only to the maximum extent permitted by law.

17.23 Material Basis

Customer acknowledges that the limited warranty, exclusions, remedies, and allocation of responsibilities stated in this Section are material elements of the Contract and are reflected in Orbis’s pricing.

18. FIRE-PROTECTION PERFORMANCE DISCLAIMER

18.1 Fire Protection Reduces Risk; It Does Not Eliminate Risk

Fire detection, suppression, and fire pump equipment are risk-reduction systems and do not eliminate the possibility of fire, explosion, equipment damage, property damage, business interruption, injury, or death.

No system can guarantee prevention, detection, control, suppression, or extinguishment of every fire or hazardous event.

18.2 Performance Depends on Multiple Conditions

System performance may depend upon factors outside Orbis’s control, including:

(a) hazard characteristics;

(b) fire size, location, and growth rate;

(c) enclosure conditions;

(d) water supply;

(e) electrical supply;

(f) ventilation;

(g) installation quality;

(h) system pressure;

(i) detection performance;

(j) maintenance;

(k) commissioning;

(l) environmental conditions;

(m) human actions; and

(n) changes made after the original design or installation.

18.3 No Guarantee of Detection or Activation

Orbis does not warrant that every fire or hazardous condition will be detected or that a suppression system will activate in every circumstance.

Detection and activation depend upon the applicable system design, detection method, fire development, detector or tubing location, environmental conditions, power or pressure availability, and proper installation and maintenance.

18.4 No Guarantee of Extinguishment

Activation or discharge of a fire suppression system does not guarantee complete extinguishment.

A system may control, suppress, or extinguish a fire within its design parameters, but fire may continue, spread, or re-ignite depending upon the nature of the hazard and surrounding conditions.

18.5 No Guarantee Against Property Damage or Business Interruption

Even where a system operates as intended, fire, heat, smoke, extinguishing agent, water, pressure, emergency response, or shutdown procedures may cause or fail to prevent:

(a) equipment damage;

(b) property damage;

(c) data loss;

(d) production interruption;

(e) loss of use;

(f) cleanup costs; or

(g) other operational consequences.

Orbis does not warrant that installation or operation of the Goods will eliminate such losses.

18.6 No Substitute for Overall Fire-Safety Program

Goods supplied by Orbis are components of a broader fire- and life-safety strategy.

They do not replace, where otherwise required:

(a) code-compliant building construction;

(b) fire alarms;

(c) sprinklers;

(d) evacuation procedures;

(e) emergency planning;

(f) fire department response;

(g) compartmentation;

(h) smoke control;

(i) maintenance;

(j) trained personnel; or

(k) other required protective measures.

18.7 Changed Conditions

Customer is responsible for reevaluating the suitability of the fire-protection system when there is a material change to the protected hazard, enclosure, water supply, electrical system, ventilation, occupancy, equipment layout, process, or other relevant condition.

Orbis has no continuing duty to monitor Customer’s facility after delivery or completion of the applicable Services unless expressly contracted to do so.

18.8 Emergency Response Remains Required

Operation of a suppression system or fire pump does not eliminate the need for appropriate emergency response.

Customer remains responsible for procedures concerning:

(a) evacuation;

(b) emergency notification;

(c) fire department response;

(d) impairment management;

(e) post-discharge safety;

(f) investigation; and

(g) restoration of protection.

18.9 No Guarantee of Regulatory or Insurance Outcome

Use of Orbis Goods does not guarantee:

(a) AHJ approval;

(b) insurance acceptance;

(c) reduced insurance premiums;

(d) compliance of the complete facility with every applicable requirement; or

(e) avoidance of regulatory, contractual, or insurance consequences following a fire.

18.10 Relationship to Warranty and Liability Provisions

This Section does not eliminate any express obligation undertaken by Orbis under the Contract.

However, Orbis’s obligations shall be interpreted in light of the inherent limitations of fire-protection systems described above and remain subject to the warranty, indemnification, and limitation-of-liability provisions of these Terms.

19. LIMITATION OF LIABILITY

19.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORBIS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE CONTRACT, GOODS, SERVICES, DOCUMENTATION, OR THEIR USE OR FAILURE, WHETHER THE CLAIM ARISES IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, STATUTE, OR OTHERWISE.

Without limiting the foregoing, excluded damages include, to the extent legally permissible:

(a) lost profits;

(b) lost revenue;

(c) loss of production;

(d) business interruption;

(e) loss of use;

(f) loss of contracts or business opportunity;

(g) loss or corruption of data;

(h) financing costs;

(i) extended overhead or general conditions;

(j) substitute equipment or replacement-system costs beyond an applicable contractual remedy;

(k) loss of reputation or goodwill;

(l) penalties, liquidated damages, or other amounts Customer owes to third parties; and

(m) other economic losses that are indirect or consequential in nature.

19.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORBIS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR CLAIM, EVENT, ORDER, OR SERIES OF RELATED CLAIMS OR EVENTS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO ORBIS FOR THE SPECIFIC GOODS OR SERVICES THAT DIRECTLY GAVE RISE TO THE CLAIM.

Where a claim concerns only a particular component, item, system, Service, or portion of an order, the liability cap shall be based upon the amount actually paid for that affected component, item, system, Service, or portion, rather than the total value of unrelated Goods or orders.

19.3 Application Regardless of Legal Theory

The exclusions and limitations in this Section apply regardless of:

(a) the legal theory asserted;

(b) whether damages were foreseeable;

(c) whether Orbis was advised of the possibility of such damages;

(d) whether the claim is brought directly, by indemnity, contribution, subrogation, or otherwise; and

(e) whether a limited remedy fails of its essential purpose,

to the maximum extent permitted by Applicable Law.

19.4 Customer Contracts With Third Parties

Orbis shall not be responsible for obligations Customer assumes toward an owner, contractor, end user, insurer, consultant, or other third party unless Orbis expressly accepts such obligation in Writing.

Customer’s agreement to:

(a) liquidated damages;

(b) delay penalties;

(c) consequential-damage exposure;

(d) elevated warranty obligations;

(e) performance guarantees;

(f) indemnification obligations; or

(g) other third-party liabilities

does not enlarge Orbis’s liability under the Contract.

19.5 No Liability for Unrelated Orders

A claim concerning one order, project, system, component, or Service shall not expand Orbis’s liability by reference to amounts paid under unrelated transactions.

Separate orders remain separate Contracts unless expressly consolidated in Writing.

19.6 Allocation of Risk

Customer acknowledges that:

(a) fire-protection equipment operates within defined technical and environmental limitations;

(b) potential losses associated with fire, property damage, business interruption, and facility shutdown may substantially exceed the purchase price of the Goods;

(c) Orbis does not price Goods or Services to insure Customer against such project or business risks; and

(d) the liability limitations in these Terms are a material basis of the parties’ commercial bargain.

Customer is responsible for maintaining insurance appropriate to its property, operations, business interruption exposure, and other risks.

19.7 No Limitation Where Prohibited

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by Applicable Law.

Any limitation determined to be unenforceable shall be reduced only to the minimum extent necessary, and the remaining limitations shall continue in effect.

19.8 Non-Excludable Liability

To the extent required by Applicable Law, the limitations in this Section shall not apply to liability that cannot lawfully be excluded or limited.

Nothing in this Section is intended to exclude liability for fraud or other liability that Applicable Law expressly prohibits the parties from limiting.

19.9 Essential Purpose

The parties agree that the warranty remedies, damage exclusions, and liability limitations contained in the Contract are independent provisions and constitute a negotiated allocation of commercial risk.

If any individual remedy or limitation is determined not to apply to a particular claim, the remaining remedies, exclusions, and limitations shall continue to apply to the fullest extent permitted by Applicable Law.

19.10 Material Basis

Customer acknowledges that Orbis would not enter into the Contract at the stated price without the limitations and exclusions contained in this Section.

20. INDEMNIFICATION

20.1 Customer Indemnification

To the maximum extent permitted by Applicable Law, Customer shall defend, indemnify, and hold harmless Orbis, its Affiliates, and their respective officers, directors, employees, and agents from and against third-party claims, demands, actions, liabilities, damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

(a) Customer’s breach of the Contract;

(b) inaccurate, incomplete, or misleading Customer-Furnished Information;

(c) Customer’s design, engineering, installation, commissioning, testing, operation, inspection, maintenance, recharge, repair, or modification of the Goods;

(d) work performed by Customer’s contractors, installers, engineers, resellers, service providers, or other representatives;

(e) use of the Goods outside applicable design, operating, environmental, or safety limitations;

(f) unauthorized modification, integration, programming, repair, or substitution of components;

(g) Customer’s failure to comply with Applicable Law, AHJ requirements, or applicable safety procedures;

(h) Customer’s representations, warranties, guarantees, or commitments to third parties that exceed Orbis’s obligations under the Contract;

(i) Customer’s resale, distribution, or use of the Goods in a manner inconsistent with Orbis Documentation; or

(j) Customer’s negligence, willful misconduct, or violation of law.

20.2 Limitation of Customer Indemnity

Customer shall have no obligation to indemnify Orbis to the extent a third-party claim is finally determined to have resulted from:

(a) Orbis’s breach of an express obligation under the Contract;

(b) Orbis’s negligence;

(c) Orbis’s willful misconduct; or

(d) another act or omission for which indemnification cannot lawfully be shifted to Customer.

Where both Customer and Orbis contributed to the claim, indemnity obligations shall apply only to the extent attributable to Customer or persons for whom Customer is responsible.

20.3 Third-Party Contractual Obligations

Customer shall not seek indemnification or contribution from Orbis for liability Customer voluntarily assumes toward an owner, general contractor, end user, insurer, consultant, or other third party beyond the obligations expressly accepted by Orbis.

Without limiting the foregoing, Orbis is not responsible for Customer’s:

(a) liquidated damages;

(b) enhanced warranties;

(c) schedule guarantees;

(d) consequential-damage exposure;

(e) performance guarantees;

(f) indemnification commitments; or

(g) other contractual obligations to third parties,

unless Orbis expressly accepts the specific obligation in Writing.

20.4 Product Representations by Customer

Where Customer acts as a distributor, reseller, installer, contractor, or other intermediary, Customer shall not make representations concerning:

(a) system performance;

(b) certifications;

(c) listings;

(d) approvals;

(e) protected volume;

(f) agent capability;

(g) warranty;

(h) code compliance; or

(i) other technical characteristics

that materially exceed or conflict with Orbis’s current Documentation or the Contract.

Customer shall indemnify Orbis against third-party claims to the extent caused by unauthorized or inaccurate representations made by Customer.

20.5 Intellectual Property Supplied by Customer

Customer shall defend, indemnify, and hold Orbis harmless from third-party intellectual-property claims arising from Orbis’s authorized use of:

(a) Customer-provided drawings;

(b) specifications;

(c) designs;

(d) trademarks;

(e) labels;

(f) software;

(g) instructions; or

(h) other materials

supplied or specifically required by Customer, except to the extent the alleged infringement results from an independent modification or use by Orbis outside Customer’s instructions.

20.6 Indemnification Procedure

A party seeking indemnification shall:

(a) provide reasonably prompt Written notice of the claim;

(b) provide reasonable information and cooperation concerning the claim; and

(c) permit the indemnifying party to control the defense and settlement of the claim,

provided that failure to give prompt notice shall reduce the indemnifying party’s obligation only to the extent materially prejudiced by the delay.

20.7 Defense and Settlement

The indemnifying party shall not settle a claim in a manner that:

(a) admits wrongdoing by the indemnified party;

(b) imposes non-monetary obligations upon the indemnified party;

(c) materially restricts the indemnified party’s business; or

(d) fails to provide an appropriate release of the indemnified party,

without the indemnified party’s prior Written consent, not to be unreasonably withheld.

20.8 Separate Counsel

The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

Where a material conflict of interest exists between the indemnifying and indemnified parties, allocation of reasonable defense costs shall be determined in accordance with Applicable Law.

20.9 Survival

The obligations in this Section survive completion, cancellation, expiration, or termination of the Contract with respect to acts, omissions, or events occurring during the applicable contractual relationship.

21. INTELLECTUAL PROPERTY, CONFIDENTIALITY, DOCUMENTATION USE, BRANDING, AND RESELLER RESTRICTIONS

21.1 Orbis Intellectual Property

Orbis retains all right, title, and interest in and to its intellectual property, including:

(a) trademarks;

(b) trade names;

(c) logos;

(d) product names;

(e) manuals;

(f) drawings;

(g) calculations;

(h) specifications;

(i) datasheets;

(j) software;

(k) templates;

(l) photographs;

(m) technical procedures;

(n) training materials; and

(o) other proprietary materials.

Sale of Goods does not transfer ownership of such intellectual property.

21.2 Limited Project License

Subject to payment of amounts due, Customer receives a limited, non-exclusive, non-transferable license to use project-specific Orbis Documentation solely for:

(a) evaluation of the applicable Goods;

(b) project approval;

(c) installation;

(d) commissioning;

(e) operation;

(f) inspection;

(g) maintenance; and

(h) service

of the Goods for the project for which the Documentation was provided.

Customer may share such Documentation with project participants only as reasonably necessary for that project.

21.3 Restrictions on Use

Customer shall not, without Orbis’s prior Written consent:

(a) reuse project-specific Documentation for another project;

(b) modify technical Documentation in a misleading manner;

(c) remove proprietary notices;

(d) publish proprietary Documentation for general commercial use;

(e) reverse engineer proprietary designs except to the extent such restriction is prohibited by Applicable Law;

(f) use Orbis Documentation to manufacture competing products; or

(g) represent modified Documentation as having been issued or approved by Orbis.

21.4 Customer Materials

Customer retains ownership of drawings, specifications, trademarks, and other materials supplied by Customer.

Customer grants Orbis a limited license to use such materials as reasonably necessary to:

(a) quote;

(b) engineer;

(c) configure;

(d) manufacture;

(e) procure;

(f) document; and

(g) fulfill

the applicable Contract.

21.5 Confidential Information

Each party may receive non-public technical, commercial, financial, pricing, customer, design, or business information of the other party.

The receiving party shall use commercially reasonable measures to protect such Confidential Information and shall use it only for purposes related to the parties’ business relationship.

21.6 Exclusions from Confidential Information

Confidential Information does not include information that the receiving party can demonstrate:

(a) was lawfully known without restriction before disclosure;

(b) becomes publicly available through no breach of the Contract;

(c) is lawfully received from a third party without confidentiality obligation; or

(d) is independently developed without use of the disclosing party’s Confidential Information.

21.7 Required Disclosure

A receiving party may disclose Confidential Information where required by law, court order, subpoena, or governmental authority.

Where legally permitted, the receiving party shall provide reasonable advance notice so that the disclosing party may seek appropriate protection.

21.8 Pricing and Commercial Information

Orbis pricing, discount structures, distributor pricing, project-specific commercial terms, supplier information, and non-public Quotations are confidential unless disclosure is reasonably required for the applicable project or required by law.

Customer shall not use confidential Orbis pricing for competitive benchmarking, supplier solicitation, or disclosure to unrelated competitors except with Orbis’s consent.

21.9 Orbis Branding

Customer shall not use Orbis trademarks, logos, product names, photographs, or branding in advertising, websites, proposals, catalogs, packaging, social media, or other commercial materials except:

(a) to accurately identify genuine Orbis Goods; or

(b) as otherwise authorized by Orbis.

All use shall comply with applicable Orbis brand guidelines.

21.10 No Alteration of Product Identification

Customer shall not remove, conceal, falsify, or materially alter:

(a) serial numbers;

(b) model numbers;

(c) warning labels;

(d) certification marks;

(e) Manufacturer identification;

(f) Orbis identification;

(g) pressure-vessel markings; or

(h) other required product identification,

except where relabeling is expressly authorized by Orbis.

21.11 Private Labeling and Rebranding

Private labeling, white labeling, co-branding, or rebranding of Goods is permitted only where expressly agreed in Writing.

Authorization to apply Customer branding does not authorize Customer to:

(a) alter technical specifications;

(b) create unsupported certifications;

(c) modify safety warnings;

(d) misstate Manufacturer identity where disclosure is legally required; or

(e) represent that Customer manufactured equipment when such representation would be false or misleading.

21.12 Reseller and Distributor Representations

A distributor, reseller, contractor, or installer of Orbis Goods is an independent business and is not Orbis’s agent unless expressly appointed as such in Writing.

Such parties have no authority to:

(a) bind Orbis;

(b) modify Orbis warranties;

(c) accept liability on behalf of Orbis;

(d) guarantee project performance on behalf of Orbis;

(e) make unsupported certification claims; or

(f) alter these Terms.

21.13 Technical and Certification Claims

Customer shall not advertise, market, resell, or describe Goods using technical, regulatory, certification, listing, or approval claims that exceed current Orbis or applicable Manufacturer Documentation.

In particular, Customer shall not imply system-level UL, FM, CE, TPED, DOT, or other approval based solely upon approval or certification of individual components.

21.14 Modification of Orbis Documentation

Customer may add project-specific administrative information to copies of Orbis Documentation where reasonably necessary, but shall not modify technical content in a manner that:

(a) changes system limitations;

(b) changes performance data;

(c) changes approval status;

(d) changes safety instructions;

(e) changes warranty terms; or

(f) falsely attributes the modification to Orbis.

21.15 Software and Firmware

Where Goods include proprietary software, firmware, configuration files, or programming, Customer receives only the rights expressly provided by the applicable license or Documentation.

Customer shall not copy, reverse engineer, decompile, distribute, or modify such materials except to the extent expressly authorized or permitted by Applicable Law.

21.16 Feedback

If Customer voluntarily provides suggestions, ideas, comments, or feedback regarding Orbis products or services, Orbis may use such feedback without restriction, provided Orbis does not disclose Customer Confidential Information in doing so.

21.17 Injunctive Relief

Customer acknowledges that unauthorized use or disclosure of Orbis intellectual property, Confidential Information, certification materials, or branding may cause harm not readily compensable by monetary damages.

Accordingly, Orbis may seek injunctive or equitable relief in addition to other remedies available under Applicable Law.

21.18 Survival

The obligations concerning intellectual property, Confidential Information, branding, Documentation use, and unauthorized representations survive completion, cancellation, or termination of the Contract.

22. EXPORT CONTROLS, SANCTIONS, REGULATORY COMPLIANCE, DANGEROUS GOODS, AND ENVIRONMENTAL COMPLIANCE

22.1 Compliance With Law

Each party shall comply with Applicable Law relating to its performance under the Contract.

Customer is responsible for laws, permits, registrations, licenses, and regulatory requirements applicable to Customer’s possession, importation, installation, use, resale, servicing, or disposal of the Goods in the destination jurisdiction, except to the extent expressly assumed by Orbis.

22.2 Export Controls and Sanctions

Customer shall not directly or indirectly export, re-export, transfer, resell, divert, or otherwise make Goods, technical information, software, or Services available:

(a) in violation of applicable export-control laws;

(b) to a sanctioned or prohibited country, territory, person, or entity;

(c) for a prohibited end use; or

(d) through a transaction prohibited by applicable sanctions or trade restrictions.

22.3 Customer Information

Customer shall provide accurate information reasonably requested by Orbis concerning:

(a) end user;

(b) destination;

(c) intermediate consignee;

(d) end use;

(e) project location;

(f) ownership or control information where relevant; and

(g) other information reasonably necessary for export, sanctions, customs, or trade-compliance review.

Orbis may rely upon such information unless it has reason to believe the information is inaccurate.

22.4 Screening and Refusal of Transaction

Orbis may screen transactions, Customers, end users, destinations, and intermediaries for legal and compliance purposes.

Orbis may suspend, refuse, or cancel a transaction without liability for resulting delay where Orbis reasonably believes performance could violate export controls, sanctions, customs law, anti-boycott requirements, anti-corruption law, or another mandatory legal restriction.

Amounts paid for lawful undelivered scope shall be handled in accordance with the Contract and Applicable Law.

22.5 Diversion

Customer shall not knowingly divert Goods to an undisclosed end user, destination, or prohibited use.

Customer shall promptly notify Orbis if Customer becomes aware of a proposed diversion or other material compliance concern affecting the transaction.

22.6 Import Compliance

Unless expressly included in Orbis’s scope, Customer is responsible for destination-country:

(a) import licenses;

(b) permits;

(c) registrations;

(d) customs clearance;

(e) product approvals;

(f) local certifications;

(g) taxes and duties; and

(h) other import requirements.

Orbis does not guarantee that Goods lawfully exported from the country of origin may be imported, installed, or used in every jurisdiction.

22.7 Anti-Bribery and Anti-Corruption

Customer shall not offer, authorize, request, accept, or provide any improper payment, bribe, kickback, or other unlawful benefit in connection with the Contract.

Customer shall comply with applicable anti-bribery and anti-corruption laws.

Orbis may suspend or terminate performance where it reasonably believes the transaction involves unlawful conduct.

22.8 Dangerous Goods

Certain Goods may be regulated as dangerous goods, hazardous materials, compressed gases, pressurized articles, chemicals, or other regulated materials.

Such Goods may be subject to special requirements concerning:

(a) packaging;

(b) labeling;

(c) shipping papers;

(d) carrier selection;

(e) storage;

(f) handling;

(g) quantity limits;

(h) training;

(i) emergency response; and

(j) permitted transportation methods.

22.9 Pressurized Cylinders

Customer shall handle, store, transport, inspect, recharge, and service pressurized cylinders in accordance with Applicable Law and applicable Orbis or Manufacturer Documentation.

Customer shall maintain required valve-protection and safety devices and shall not transport or handle cylinders in an unsafe or unauthorized manner.

22.10 Transportation Restrictions

Orbis may refuse any transportation method or routing that it reasonably determines is:

(a) unlawful;

(b) unsafe;

(c) prohibited by a carrier;

(d) inconsistent with dangerous-goods requirements; or

(e) unsuitable for the Goods.

The need to use a different transportation method may affect price and lead time.

22.11 Regulatory Status of Extinguishing Agents

Extinguishing agents may be subject to environmental, chemical, greenhouse-gas, PFAS-related, import, export, servicing, recovery, recycling, disposal, or phase-down regulations.

Customer acknowledges that regulatory requirements may change after the date of sale.

22.12 No Guarantee of Future Regulatory Availability

Unless expressly stated in the Contract, Orbis does not warrant that an extinguishing agent or other regulated product lawful at the time of sale will remain indefinitely available or unrestricted for:

(a) future installation;

(b) recharge;

(c) servicing;

(d) importation;

(e) exportation;

(f) recovery;

(g) recycling; or

(h) disposal.

Future regulation may require alternative agents, system modification, additional procedures, or replacement equipment.

22.13 Recovery, Disposal, and Environmental Handling

Customer is responsible for lawful recovery, storage, transportation, recycling, reclamation, and disposal of extinguishing agents, chemicals, batteries, contaminated materials, and other regulated substances after delivery, except where such Services are expressly included in Orbis’s scope.

Customer shall not intentionally vent, release, discharge, dump, or dispose of regulated materials except as permitted by Applicable Law.

22.14 Environmental Conditions at Site

Customer shall identify environmental or chemical conditions that may affect the Goods, including:

(a) corrosive atmospheres;

(b) marine exposure;

(c) extreme temperature;

(d) chemicals;

(e) explosive atmospheres;

(f) dust;

(g) high humidity; or

(h) other severe conditions.

Special materials or protections required because of such conditions are included only where expressly stated in the Contract.

22.15 Destination-Specific Certifications

Customer shall identify before order acceptance any destination-country requirement for:

(a) pressure-equipment approval;

(b) cylinder certification;

(c) electrical certification;

(d) fire-system approval;

(e) customs certification;

(f) local registration; or

(g) other regulatory approval.

A certification valid in one country shall not be assumed valid in another country.

22.16 Regulatory Changes After Contract Formation

If a change in law, regulation, tariff, environmental restriction, export rule, import rule, certification requirement, or transportation requirement after Contract formation materially affects:

(a) cost;

(b) availability;

(c) design;

(d) Documentation;

(e) shipping method; or

(f) delivery schedule,

Orbis may propose a reasonable adjustment to the affected scope, price, or schedule.

Where lawful performance becomes impossible or prohibited, Orbis may cancel the affected scope without liability beyond the remedies expressly provided by the Contract and Applicable Law.

22.17 Customer Resale and Distribution

Customer reselling or distributing Goods is responsible for compliance with laws applicable to its own resale, export, re-export, marketing, labeling, importation, and distribution activities.

Customer shall not remove or alter required safety, regulatory, origin, or certification markings.

22.18 Records and Cooperation

Each party shall reasonably cooperate with lawful customs, export, sanctions, transportation, or regulatory inquiries relating to the transaction.

Customer shall provide documents and certifications reasonably necessary to demonstrate the lawful end use and destination of the Goods.

22.19 Material Basis

Customer acknowledges that international trade, pressurized equipment, dangerous goods, and extinguishing agents may be subject to changing legal and regulatory requirements.

The compliance obligations and risk allocation in this Section are material elements of Orbis’s ability to supply Goods internationally.

23. FORCE MAJEURE

23.1 Force Majeure Event

Neither party shall be liable for delay or failure to perform an obligation under the Contract, other than an obligation to pay amounts already due, to the extent caused by an event beyond that party’s reasonable control and not resulting from its own material fault or negligence.

A Force Majeure Event may include:

(a) fire, flood, earthquake, hurricane, severe weather, or other natural disaster;

(b) war, invasion, armed conflict, terrorism, civil unrest, riot, or sabotage;

(c) epidemic, pandemic, public-health emergency, quarantine, or governmental restriction;

(d) strike, labor interruption, or material labor shortage not limited solely to the affected party’s workforce;

(e) shortage or unavailability of raw materials, components, energy, fuel, or transportation capacity;

(f) Manufacturer or supplier shutdown, disruption, or failure beyond the affected party’s reasonable control;

(g) port closure, port congestion, carrier disruption, border closure, customs delay, or transportation interruption;

(h) governmental action, embargo, sanctions, export or import restriction, licensing restriction, or change in law;

(i) interruption of utilities or critical infrastructure;

(j) widespread telecommunications, information-system, or cybersecurity disruption not caused by the affected party’s failure to maintain commercially reasonable safeguards; or

(k) another event of comparable nature beyond the affected party’s reasonable control.

23.2 Effect on Performance

The affected obligation shall be suspended for the duration of the Force Majeure Event to the extent performance is prevented or materially delayed.

The applicable schedule shall be extended for a reasonable period reflecting:

(a) the duration of the event;

(b) resulting production or supplier disruption;

(c) loss of manufacturing or shipping position;

(d) remobilization; and

(e) other reasonably resulting schedule effects.

23.3 Notice

The affected party shall provide reasonable notice of a material Force Majeure Event when practicable and shall use commercially reasonable efforts to mitigate its effects.

Failure to provide immediate notice does not eliminate the protection of this Section unless the other party is materially prejudiced by the delay in notice.

23.4 Supply Chain and Manufacturer Events

Where performance depends upon a third-party Manufacturer, supplier, carrier, or logistics provider, an event affecting that party may constitute a Force Majeure Event where:

(a) the event is outside Orbis’s reasonable control; and

(b) a commercially reasonable alternative is not available without material additional cost, delay, or technical impact.

Orbis is not required to procure substitute equipment at materially greater cost solely to overcome a Force Majeure Event.

23.5 Allocation and Substitution

During a shortage or supply disruption, Orbis may reasonably allocate available materials, production capacity, or inventory among customers and projects.

Where commercially reasonable, Orbis may propose substitute Goods or an alternative configuration.

Customer is not required to accept a material substitute, but rejection may result in continued delay or cancellation of the affected scope if no compliant alternative is reasonably available.

23.6 Increased Cost

A Force Majeure Event does not automatically entitle Orbis to increase the agreed price.

However, price adjustments may apply where otherwise permitted by the Contract, including for:

(a) new tariffs or duties;

(b) Customer-requested acceleration;

(c) premium freight;

(d) regulatory changes;

(e) changed shipping methods; or

(f) other incremental costs expressly allocable to Customer under these Terms.

23.7 Extended Force Majeure

If a Force Majeure Event continues for a period that makes continued performance commercially impracticable, either party may request cancellation of the materially affected portion of the Contract.

Orbis may cancel affected undelivered scope where continued performance is no longer reasonably practicable and shall account for amounts paid against:

(a) Goods already delivered;

(b) Services already performed;

(c) completed engineering;

(d) non-cancellable commitments; and

(e) other costs properly chargeable under the Contract.

Any remaining balance attributable to cancelled undelivered scope shall be refunded where applicable.

23.8 No Excuse for Accrued Payment Obligations

Force Majeure does not excuse Customer from paying amounts that became due for Goods delivered, Services performed, completed milestones, or other obligations accrued before the Force Majeure Event.

23.9 Relationship to Lead-Time Provisions

Force Majeure rights are cumulative with the schedule protections in Section 10 and do not limit other excusable-delay provisions of the Contract.

24. SUSPENSION AND TERMINATION

24.1 Orbis Right to Suspend

Orbis may suspend performance under an affected Contract where Customer:

(a) fails to pay an undisputed amount when due;

(b) fails to provide required information, approvals, or access;

(c) materially breaches the Contract;

(d) exceeds approved credit limits;

(e) becomes subject to material credit or insolvency concerns;

(f) requests or causes an unauthorized hold;

(g) fails to maintain required site readiness;

(h) proposes an unlawful, unsafe, or non-compliant use, shipment, or installation; or

(i) otherwise materially prevents Orbis from performing its obligations.

24.2 Effect of Suspension

During suspension, Orbis may stop or defer:

(a) engineering;

(b) procurement;

(c) manufacturing;

(d) assembly;

(e) testing;

(f) Documentation;

(g) shipment;

(h) commissioning;

(i) technical support; and

(j) other affected performance.

Any resulting schedule impact shall be treated in accordance with Sections 8 and 10.

24.3 Costs of Suspension

Customer shall be responsible for reasonable costs caused by a suspension attributable to Customer, including:

(a) storage;

(b) preservation;

(c) Manufacturer charges;

(d) rescheduling;

(e) reactivation;

(f) freight changes;

(g) remobilization; and

(h) other direct incremental costs.

24.4 Cure

Where reasonably appropriate and required by Applicable Law, Orbis may provide Customer an opportunity to cure a material breach before termination.

No cure period is required where:

(a) the breach cannot reasonably be cured;

(b) continued performance would be unlawful or unsafe;

(c) Customer repudiates the Contract;

(d) Customer becomes insolvent or ceases business; or

(e) immediate suspension or termination is otherwise permitted by Applicable Law.

24.5 Termination for Customer Breach

Orbis may terminate an affected Contract where Customer:

(a) materially breaches and fails to cure within the applicable period;

(b) repeatedly fails to make timely payment;

(c) becomes insolvent, enters bankruptcy, liquidation, receivership, or similar proceedings;

(d) makes a material misrepresentation affecting the transaction;

(e) violates applicable sanctions, export-control, anti-bribery, or other mandatory legal requirements;

(f) fails to provide adequate assurance of performance where reasonably requested; or

(g) otherwise commits a breach that materially undermines the commercial basis of the Contract.

24.6 Customer Termination

Customer may terminate only:

(a) as expressly permitted by the Contract;

(b) for an uncured material breach by Orbis where termination is an available remedy under Applicable Law; or

(c) with Orbis’s Written consent.

Customer termination remains subject to the cancellation, non-cancellable commitment, payment, and return provisions of these Terms.

24.7 Termination for Extended Impossibility

Either party may terminate materially affected undelivered scope where continued performance becomes permanently unlawful or commercially impracticable because of an extended Force Majeure Event or regulatory prohibition, subject to Sections 22 and 23.

24.8 Effect of Termination

Termination does not affect rights or obligations accrued before the effective termination date.

Customer remains responsible for amounts properly due for:

(a) delivered Goods;

(b) completed Services;

(c) engineering performed;

(d) custom or project-specific work;

(e) non-cancellable Manufacturer or supplier commitments;

(f) applicable cancellation charges;

(g) storage and freight costs; and

(h) other amounts accrued under the Contract.

24.9 Work in Progress

Upon termination, Orbis may:

(a) stop work;

(b) complete work reasonably necessary to place affected Goods into a safe or stable condition;

(c) cancel cancellable supplier commitments;

(d) place completed or partially completed Goods into storage; and

(e) take commercially reasonable measures to minimize additional loss.

Customer shall be responsible for costs properly chargeable under the Contract.

24.10 Materials and Goods After Termination

Disposition of completed, partially completed, custom, special-order, or Manufacturer-committed Goods following termination shall be determined under Sections 7, 8, 9, and 11.

Termination does not create a right to return or obtain a refund for otherwise non-cancellable or non-returnable Goods.

24.11 Withholding Shipment

Where Customer is in material payment default or has failed to satisfy a condition required before shipment, Orbis may withhold release of Goods without being considered in delivery default.

24.12 Adequate Assurance

If Orbis reasonably believes Customer may be unable or unwilling to perform a material contractual obligation, Orbis may request adequate assurance of performance, including:

(a) advance payment;

(b) additional deposit;

(c) letter of credit;

(d) guarantee;

(e) revised payment terms; or

(f) other commercially reasonable security.

Orbis may suspend affected performance while awaiting such assurance.

24.13 No Waiver by Continued Performance

Orbis’s decision to continue partial performance despite a breach does not waive:

(a) the breach;

(b) payment rights;

(c) suspension rights;

(d) termination rights; or

(e) other remedies,

unless Orbis expressly agrees to a waiver in Writing.

24.14 Remedies Cumulative

Except where the Contract expressly identifies an exclusive remedy, rights and remedies under these Terms are cumulative and may be exercised together with remedies available under Applicable Law.

24.15 Survival

Provisions that by their nature are intended to survive termination shall remain effective, including provisions concerning:

(a) payment;

(b) warranty limitations;

(c) limitation of liability;

(d) indemnification;

(e) confidentiality;

(f) intellectual property;

(g) dispute resolution; and

(h) accrued rights.

25. GOVERNING LAW AND DISPUTE RESOLUTION

25.1 Governing Law

The Contract and any dispute, claim, or controversy arising out of or relating to the Contract, Goods, Services, Documentation, or the parties’ commercial relationship shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles that would require application of another jurisdiction’s laws.

25.2 Exclusion of CISG

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any Contract, transaction, or sale between Orbis and Customer.

25.3 Exclusive Forum

Subject to Section 25.7, each party irrevocably submits to the exclusive jurisdiction of:

(a) the state courts of competent jurisdiction located in the Commonwealth of Massachusetts; and

(b) the United States District Court for the District of Massachusetts where federal jurisdiction exists,

for any dispute arising out of or relating to the Contract.

Each party waives, to the maximum extent permitted by Applicable Law, any objection based upon venue, inconvenient forum, or similar grounds.

25.4 Business-to-Business Allocation

Customer acknowledges that the governing-law and forum provisions of this Section are part of a commercial transaction between businesses and constitute a material element of the parties’ agreement.

25.5 Informal Resolution

Before commencing litigation, the parties shall use commercially reasonable efforts to resolve a material dispute through good-faith discussions between representatives having authority to resolve the matter.

This requirement does not prevent either party from:

(a) seeking emergency or injunctive relief;

(b) preserving a claim before expiration of an applicable limitation period;

(c) enforcing payment obligations; or

(d) taking other action reasonably necessary to protect its legal rights.

25.6 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE CONTRACT, GOODS, SERVICES, OR THE PARTIES’ COMMERCIAL RELATIONSHIP.

25.7 Equitable Relief

Notwithstanding the exclusive-forum provisions above, Orbis may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction where reasonably necessary to protect:

(a) intellectual property;

(b) Confidential Information;

(c) proprietary Documentation;

(d) branding rights;

(e) export-control or sanctions compliance; or

(f) Goods subject to an enforceable security interest or title-retention right.

Seeking such relief does not waive the otherwise applicable forum provisions.

25.8 Contractual Limitation Period

To the maximum extent permitted by Applicable Law, any claim arising out of or relating to the Contract shall be commenced within one (1) year after the claim accrued, except:

(a) claims by Orbis for unpaid amounts;

(b) claims subject to a shorter period expressly established by an applicable warranty; or

(c) claims for which Applicable Law prohibits contractual modification of the applicable limitation period.

Expiration of a warranty period and expiration of a legal limitation period are separate matters.

25.9 Claims Relating to Separate Orders

A dispute concerning one Contract does not entitle Customer to suspend payment or performance under an unrelated Contract except where expressly permitted by these Terms or Applicable Law.

25.10 Attorneys’ Fees and Enforcement Costs

Rights concerning attorneys’ fees and collection expenses for unpaid amounts are governed by Section 8.

For other disputes, each party shall bear its own attorneys’ fees except where:

(a) Applicable Law provides otherwise;

(b) another provision of the Contract expressly provides otherwise; or

(c) a court awards fees as a sanction or other legally authorized remedy.

25.11 Service and Notices

Service of formal legal process shall be made in accordance with Applicable Law.

Contractual notices made under these Terms do not replace formal service of process where formal service is legally required.

25.12 Survival

This Section survives payment, delivery, completion, cancellation, expiration, and termination of the Contract.

26. GENERAL PROVISIONS

26.1 Entire Agreement

The Contract constitutes the entire agreement between Orbis and Customer concerning the applicable transaction and supersedes prior or contemporaneous proposals, discussions, correspondence, representations, understandings, and agreements concerning that transaction.

Neither party relies upon any statement, promise, representation, or warranty not expressly included in the Contract.

26.2 Amendments

No amendment, modification, waiver, or supplement to the Contract is effective unless made in Writing and accepted by an authorized representative of Orbis and, where applicable, Customer.

Routine project correspondence, technical discussions, meeting participation, or performance of administrative tasks does not modify the Contract unless the communication expressly states that it modifies the Contract.

26.3 Waiver

Failure or delay by either party to exercise a contractual or legal right does not waive that right.

A waiver concerning one breach or event does not constitute a waiver concerning any later breach or event.

Any waiver must be expressly stated in Writing.

26.4 Severability

If any provision of the Contract is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by Applicable Law or, where appropriate, modified to the minimum extent necessary to make it enforceable.

The remaining provisions shall remain in full force and effect.

26.5 Assignment by Customer

Customer may not assign, delegate, transfer, or otherwise dispose of the Contract or any material right or obligation under it without Orbis’s prior Written consent, except as part of a bona fide merger, reorganization, or sale of substantially all of Customer’s relevant business or assets, provided the successor assumes Customer’s obligations and is reasonably capable of performing them.

No assignment releases Customer from obligations accrued before the assignment unless Orbis expressly agrees otherwise.

26.6 Assignment by Orbis

Orbis may assign the Contract, in whole or in part, to:

(a) an Affiliate;

(b) a successor in connection with merger, reorganization, or sale of business;

(c) a financing or receivables entity; or

(d) another entity acquiring the relevant business or assets,

provided such assignment does not materially diminish Customer’s contractual rights.

26.7 Independent Contractors

Orbis and Customer are independent contracting parties.

Nothing in the Contract creates:

(a) a partnership;

(b) joint venture;

(c) fiduciary relationship;

(d) employment relationship;

(e) franchise;

(f) agency; or

(g) authority for either party to bind the other,

except where expressly stated in Writing.

26.8 No Third-Party Beneficiaries

Unless expressly stated otherwise, the Contract is solely for the benefit of Orbis and Customer.

No owner, end user, contractor, consultant, insurer, employee, reseller, installer, Manufacturer, or other third party is an intended beneficiary entitled to enforce the Contract.

26.9 Notices

Formal notices required under the Contract shall be sent to the applicable party using the address or electronic contact stated in the Contract or otherwise designated in Writing.

Notice may be delivered by:

(a) personal delivery;

(b) recognized courier;

(c) certified or registered mail where available; or

(d) email where the Contract or established business practice permits electronic notice.

A party shall promptly notify the other of changes to its designated notice information.

26.10 Electronic Communications

Electronic communications, approvals, Purchase Orders, Order Acknowledgments, signatures, and records may be used in connection with the Contract to the extent permitted by Applicable Law.

An electronic signature or electronically communicated acceptance shall have the same contractual effect as an original signature where legally valid.

26.11 Counterparts

A Contract or amendment may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

Electronic copies and signatures may be used to form binding agreements.

26.12 English Language

Unless Orbis expressly agrees otherwise in Writing, the controlling language of the Contract and Orbis Documentation is English.

Translations may be provided for convenience.

If a translated version conflicts with the English version, the English version shall control to the extent permitted by Applicable Law.

26.13 Headings

Section titles, headings, and captions are for convenience only and do not limit or expand the meaning of the applicable provisions.

26.14 References to Sections

References to a Section mean a section of these Terms unless the context clearly indicates otherwise.

References to these Terms include applicable amendments and project-specific provisions incorporated into the Contract.

26.15 Cumulative Documents

These Terms shall be read together with the applicable:

(a) Quotation;

(b) Order Acknowledgment;

(c) approved change orders;

(d) project-specific terms; and

(e) technical Documentation

in accordance with the order-of-precedence provisions of Section 2.

26.16 Customer Affiliates and Related Entities

A purchase by one Customer entity does not automatically create rights or obligations for another Customer Affiliate.

Each legal entity purchasing Goods or Services is responsible for its own Contracts unless another arrangement is expressly accepted by Orbis.

26.17 Orbis Affiliates

Use of the Orbis name, brand, website, Documentation, or commercial platform does not make every Orbis Affiliate a party to every transaction.

The seller identified in the applicable Quotation or Order Acknowledgment is the Orbis entity responsible for that Contract.

26.18 No Construction Against Drafting Party

To the maximum extent permitted by Applicable Law, the Contract shall not be construed against either party solely because that party drafted or proposed a provision.

26.19 Compliance With Mandatory Law

Where any provision of the Contract conflicts with a mandatory legal requirement that cannot be varied by agreement, the mandatory requirement shall control only to the extent of the conflict.

The remaining contractual allocation shall continue to apply.

26.20 Further Assurances

Each party shall reasonably cooperate in executing documents or providing information necessary to give effect to an agreed Contract obligation, provided such cooperation does not materially expand that party’s scope, cost, liability, or risk without appropriate agreement.

26.21 Survival

Provisions that by their nature are intended to survive completion, delivery, payment, expiration, cancellation, or termination shall survive, including provisions concerning:

(a) payment obligations;

(b) warranty limitations;

(c) limitation of liability;

(d) indemnification;

(e) intellectual property;

(f) confidentiality;

(g) dispute resolution;

(h) regulatory obligations; and

(i) accrued rights.

26.22 Continuing Effect

These Terms remain applicable to the applicable Contract notwithstanding delivery, installation, commissioning, acceptance, payment, or completion, except where a provision expressly states otherwise.

26.23 Effective Version

The version of these Terms attached to, transmitted with, or expressly identified by revision date or effective date in the applicable Quotation shall govern the resulting Contract.

Where the Quotation incorporates these Terms by hyperlink, the version identified in the Quotation or otherwise maintained by Orbis as effective on the date of the Quotation shall govern.

Orbis shall retain or may retain an archival copy of the applicable version for its business records.

Updates, amendments, or replacements subsequently published on an Orbis website shall not retroactively modify an existing Contract unless expressly agreed by the parties in Writing.

26.24 Material Commercial Agreement

Customer acknowledges that these Terms form part of the commercial basis upon which Orbis agrees to quote, sell, and supply Goods and Services.Customer’s Purchase Order solely to the extent necessary to identify administrative and transaction-specific information expressly accepted by Orbis, including Customer identity, billing and shipping information, quotation reference, project reference, accepted quantities, requested delivery information, and tax information; provided that no additional or different legal or contractual term contained in or incorporated by such Purchase Order shall form part of the Contract unless expressly accepted by Orbis in Writing.