1. General:

1.1.    These Terms and Conditions shall apply to every quotation, order and agreement between Fireblock (Pty) Ltd (“Fireblock”) and, the Customer, and shall also apply to any products supplied to the Customer by third parties engaged by Fireblock.

1.2.    Fireblock reserves the right to amend Terms and Conditions as necessary.

1.3.    Any reference by the Customer to its own purchasing terms, or other terms and conditions, shall not be accepted by Fireblock and shall not be incorporated by reference into these Terms and Conditions.

1.4.    These Terms and Conditions are governed by the laws of the Republic of South Africa.

1.5.   If any provision of these Terms and Conditions is rendered void, illegal or unenforceable in any respect under any law it shall be severable from these Terms and Conditions, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.6.    Any indulgence of extension of time granted by Fireblock to the Customer shall not be construed as a waiver or variation of any of Fireblock’s rights or remedies.

1.7    Products as stipulated in the terms and conditions, for ease of reference, will mean all and every good, equipment, items and services provided by Fireblock.

2. Quotations:

2.1.    All prices quoted by Fireblock exclude Value Added Tax.

2.2.    Any quotation by Fireblock is valid and open for acceptance for a period of 30 (thirty) days from the date of the quotation, unless Fireblock agrees otherwise in writing.

2.3.    Any quotation provided by Fireblock may be affected if there is any change to:

2.3.1. the quantities of products to be ordered;

2.3.2. ruling exchange rates, any duties and surcharges levied by the relevant authorities, and applicable transport costs and clearing agent charges applicable as at the date of the quotation;

2.3.3 Fireblock accordingly reserves the right to revise the prices charged for certain products in the event that any of the factors listed above changes between the date of the quotation and the date on which the Purchase Order is received from the Customer. The Customer will be notified in writing of such changes.

3. Acceptance of Quotations/Placing of Orders:

3.1.    The Customer may accept a quotation and place an order, by returning a Purchase Order document to Fireblock.

3.2.   The placing of any order regarding any products offered by Fireblock shall be deemed to constitute acceptance of these Terms and Conditions.

4. Payments

4.1    Fireblock may, at its sole discretion, provide credit facilities to certain of its Customers. Provided that the Customer meets Fireblock’s credit requirements and conditions, the Invoiced Amount shall be payable by the Customer within 30 (thirty) days from the date of statement.

4.2    Fireblock reserves the right to request a deposit of 50% or full payment from the Customer before work commences for orders which are subject to the Customers Specific requirement or do not ordinarily comprise part of Firelock’s product offering, or have to be specifically imported. These terms will be communicated via the quotation.

4.3    Unless otherwise agreed in writing, payment for suppression systems shall be made as follows:
• 50 % deposit upon receipt of order;
• 50 % upon commissioning and handover.
All prices remain fixed and firm for the contract duration, provided the order is placed within the validity period stated on the quotation. Quantities are subject to re-measurement upon final design completion. All prices are exclusive of VAT, unless otherwise stated.

4.4    Notwithstanding clause 4.1 above, the full price for any product must be paid in advance of delivery. 

4.5    All payments made by the customer and other amounts due shall be paid in full, without any deductions or set-off, and excludes the

cost of any bank charges directly to Fireblock bank account as indicated on the invoice.

4.6    The Customer must provide proof of payment of any invoiced amount or deposit to Fireblock via email on accounts@fireblock.co.za

4.7        No goods will be released until the funds have cleared in the bank account.

4.8    Fireblock shall be entitled to charge interest on any amount not paid on the due date for payment, as per invoice or contracts in place, at the Prime Rate plus 2% (two per cent) calculated from the due date for payment until the date of payment, both days inclusive.

4.9.    Any payments received from a Customer shall be applied to the Customer’s indebtedness with the Company at Fireblock’s sole discretion.

5. Carriage:

Unless otherwise specified, prices quoted exclude courier, transport or postage cost, these costs are for the Customer’s account.

6. 6. Penalties and Damages:

6.1.    In the event that a Customer cancels a Purchase Order on a date after Fireblock has placed an order with a third party supplier, then Fireblock shall be entitled to:

6.1.1. retain any deposit paid by the Customer; or

6.1.2. charge the Customer costs that may have been incurred by Fireblock as a result of any cancelled order, including an administration fee,

6.2.    In the event that the Customer purports to cancel an order which was placed in relation to any product to be specifically manufactured or modified to the Customer’s specifications, [Fireblock shall be entitled to refuse to return any amounts paid in connection with such order, and no credit shall be granted on the return of such product.

7. Delivery and Risk:

7.1.    Delivery times provided to the Customer are of an indicative nature only. Accordingly, Fireblock shall not be liable for any delays in circumstances where it has not expressly guaranteed a delivery time or date. The Customer shall not be entitled to terminate these Terms and Conditions or cancel any order, nor shall Fireblock be liable to the Customer for any loss or damage arising from a delay in delivery of any order.

7.2.    Fireblock cannot always guarantee the availability of products.

7.3.    Damage or Loss in transit:

7.3.1. Fireblock shall accept responsibility for any damages or shortages in or loss of products in transit only where it delivers the goods, and provided that the Customer reports such damage, shortage or loss in writing within 7 (seven) days of the delivery date.

7.3.2. The risk in respect of products purchased passes to the Customer when the order is collected from Fireblock’s warehouse by the Customer or by a third party nominated by the Customer. The Customer shall take out the appropriate insurance cover in respect of said products in transit.

7.4    Should orders not be collected within 14 (Fourteen) days of written notice to collect, storage will be charged daily including weekends and public holidays at a square metre (m2) rate of R10.00 per square metre per day.

8. Additional Services:

All quotations exclude Fireblock’s charges with regard to the installation, unless specifically specified on the quotation and associated invoice.

9. Ownership:

9.1.    Ownership of the Product shall pass to the Customer when the total price in respect of the Products purchased have been paid in full and received by Fireblock.

9.2    Notwithstanding the provisions in clause 9.1 above, risk in the Products shall pass to the Customer on the date of delivery, including the risk of loss, theft, destruction or damage.

10. End Use:

The Customer is solely responsible for confirming the suitability of any product for the use contemplated by the Customer.

11. Tolerances:

All products supplied by Fireblock, will be manufactured within limits and tolerances which are reasonable in the trade and meet any regulatory standards which may be applicable in law.

12. Warranties:

12.1. Fireblock will use its best endeavours to ensure that products are supplied in working order and compliant with applicable specifications.

12.2. In no event shall Fireblock be liable towards the Customer for any other indirect, incidental, or consequential losses or damages including but not limited to loss of income, loss of business opportunities or loss of profits howsoever arising.

12.3. The Customer hereby indemnifies and holds Fireblock harmless from any claim, liability, cost, expense, or penalty suffered or incurred as a result of the Customer not installing or using the Products in accordance with Fireblock’s instructions.

12.4. Fireblock shall not be liable to the Customer for any claim, liability, cost, expense or penalty suffered or incurred as a result of the Customer failing to maintain or service the Products in accordance with Fireblocks instructions or having repairs, maintenance or servicing carried out on the Products by any party other than by Fireblock or a third party approved by Fireblock in writing.

12.5. The warranty does not cover any defect or damage upon:

(a)      the products have been subject to normal use in a manner which is consistent with the specification, functionality and service standards described in the relevant products description

(b)     the fault has not been caused or contributed to by wilfully or negligently caused damage, or any accident, or being in environmental conditions harmful to the product which has not been supplied by Fireblock  and/or the relevant manufacturer;

(c)      Any use of the product otherwise than for any application specified on a quotation, proposal or order form.

(d)      The continued use of the product after any defect becomes apparent or would have become apparent to a reasonably prudent   operator or user.

(e)      Fair wear and tear.

(f)      Any accident or act of God.

(g)      Any alteration (incl labelling) or unauthorised repair of the product, any changes of the consistency of the product, or any dilution of the product.

(h)     any product not operated or maintained in a manner which is consistent with Fireblock’s or the manufacturers operating instructions; and

(i)       any product that is not operated by persons suitably trained to use same.

12.6. Fireblock warrants that any product supplied by it shall be free from defects in workmanship which may arise during a period of 1 (one) year, determined from the date on which the product is invoiced (“Warranty Period”), subject to the following provisions:

12.7  Fire Fighting Products in dry powder form.

12.7.1All products falling under clause 12.7 are not guaranteed by Fireblock, due to the mixing process and water used.  All attempts have been taken by Fireblock to advise how the product should be mixed, stored and used on the website www.fireblock.co.za

12.8  Fire Fighting Gel Products: –

       Fireblock guarantees products under clause 12.8 if –

12.8.1the products purchased by the Customer are fit for the intended purpose,

12.8.2the products have been correctly stored, in accordance with the manufacturer’s instructions;

12.8.3 the products remain sealed and have not been exposed to the elements.

12.9  Fire Extinguishers: –

         Fireblock guarantees products under clause 12.9 if-

12.9.1 All fire extinguishers are manufactured in accordance with the certification marked on the front of the extinguisher. And follow the warranties of the suppliers.

12.9.2 Fireblock obligation under this warranty, and subject to approval of the claim by Fireblock or their duly appointed representatives, Fireblock may repair or replace the product. If a replacement part is supplied, the Warranty Period remains based on the original date of delivery of the product to the Customer. This warranty is not transferable.

12.9.3 All fire extinguishers sold are required by law to be annually serviced by a registered fire technician, who warrants that it is free of defects and in good working order.

12.10 The liability of Fireblock shall be limited to the replacement or repair of the product or any part thereof in order to eliminate any defect in workmanship or materials, which defects Fireblock shall have been notified in writing by the Customer within 48 (forty eight) hours after the defect arises (which notice shall specify the alleged defect), provided that Fireblock shall have been given a reasonable opportunity of inspecting any alleged defect and provided further that:

12.11 The Customer shall provide Fireblock with a copy of the original invoice for the product. All claims must be accompanied by full particulars, including operating conditions, if applicable.

12.12 Fireblock Suppression Systems shall

12.12.1 All Fireblock Suppression Systems shall be installed and commissioned only by Fireblock’s technical personnel or Fireblock-approved installers who have successfully completed Fireblock’s technical training and are bound by Fireblock’s Subcontractor Agreement.
(a) Approved installers must hold valid professional indemnity and public liability insurance, sufficient to cover their installation activities.
(b) Proof of such insurance shall be made available to Fireblock upon request.
(c) Should the Customer elect not to use a Fireblock-approved installer, Fireblock provides no warranty on the correct operation of the product, and any warranty otherwise applicable shall be void. Fireblock shall not be liable for any malfunction, damage, or loss arising therefrom.

12.12.2 Where a Fireblock Suppression System is installed in or on a battery enclosure or vehicle, the battery manufacturer’s written approval must be obtained by the Customer prior to installation. Failure to secure such approval may render the battery warranty invalid, and Fireblock shall bear no responsibility for such invalidation.

12.12.3 Due to the complex and variable nature of fire initiation, propagation, suppression, and extinguishment, Fireblock cannot guarantee that all fires will be extinguished.
Fireblock shall not be liable to the Customer for any claim, liability, loss, injury, death, damage, cost, expense, or penalty suffered or incurred as a result of the Product not extinguishing a fire in any vehicle, machine, cabinet, or facility to which the Product has been installed.
Fireblock shall further not be liable for the repair or replacement of any machinery, parts, or inventory damaged as a result of a fire, or from the Product’s failure to extinguish such fire.

12.12.4 Pre-installation Works:
All civil, electrical, or structural works required to accommodate the Fireblock Suppression System must be completed prior to installation. Fireblock shall not be liable for any delays, damage, or costs resulting from incomplete site readiness.

12.12.5 Retrofit Disclaimer:
As Fireblock Suppression Systems are typically retrofitted onto existing equipment, Fireblock accepts no responsibility or liability for any loss, damage, or voiding of the original manufacturer’s warranty resulting from such installation.

12.12.6 Design & Compliance:
The system shall be designed and installed in accordance with recognised and approved standards, following a Rational Design endorsed and approved by a Registered Fire Protection System Practitioner (Fire Engineer) registered with the Engineering Council of South Africa (ECSA) under Act 46 of 2000.

12.12.7    Maintenance and Testing:

         The suppression agent must be replaced after any discharge by Fireblock or an agent, every 5 years the agent has to be replaced and a hydro test must be performed by a registered technician

12.12.8 Warranty:
(a) Fireblock warrants that all suppression system equipment supplied shall be free from defects in materials and workmanship for a period of one (1) year from the date of handover or commissioning, whichever occurs first.
(b) All workmanship is warranted for a period of one (1) year from the date of installation.
(c) Within this period, Fireblock shall, at its sole discretion, repair or replace any defective part or workmanship, provided the equipment is returned to Firelock’s service division at the owner’s cost.
(d) Labour, travelling, and associated costs remain for the owner’s account unless otherwise agreed in writing.
(e) This warranty does not cover damage arising from:
• incorrect voltages or electrical faults;
• improper use, abuse, or neglect;
• failure to follow operating instructions;
• unauthorised modifications or repairs;
• fire, flood, civil disturbance, or Act of God.
(f) Fireblock shall not be liable for consequential loss, indirect damages, or loss of profit arising from defective equipment or workmanship at any time prior to, during, or after installation, including latent defects identified post-commissioning.

12.12.9 Continuity and Access:
Fireblock’s quotation and warranty obligations are based on continuous and uninterrupted access to the installation site to complete the works in one sequence.
Should continuity be interrupted or access restricted for reasons beyond Fireblock’s control, or if demobilisation and remobilisation become necessary, additional costs will apply.
The Customer is responsible for ensuring that the site is safe, accessible, and compliant for installation works.

12.12.10 Subcontractor Liability & Insurance:
(a) Fireblock may appoint qualified and approved subcontractors to perform installation or servicing.
(b) All subcontractors are independently insured and required to comply fully with Fireblock’s safety, quality, and installation standards.
(c) Each subcontractor remains fully liable for workmanship, compliance, and any damages arising from their work.
(d) Fireblock shall not be held responsible for negligence, damage, or delay directly attributable to subcontractor actions beyond its reasonable control.
(e) The Customer shall maintain appropriate insurance coverage for its premises, assets, and operations during installation, including fire and damage risk cover.

12.12.11 Exclusions and Limitations:
This warranty and related offer are limited solely to the equipment, materials, and services expressly listed in the quotation or pricing schedule.
Any additional work, structural modifications, electrical upgrades, or third-party equipment integration are excluded unless specifically quoted and accepted in writing.

12.12.12 Consequential Damages:
Fireblock shall not be liable for any indirect, incidental, or consequential loss—including but not limited to loss of profits, downtime, or data—arising from defective equipment, installation, or workmanship, whether before, during, or after installation.

12.12.13 Safety and Compliance

         All personal interacting with the system must be trained in lithium battery fire risks and suppression systems protocols

12.12.14All activation events must be logged and reported to the fire safety officer and Fireblock support team for evaluation and investigation

12.13 Save for the aforementioned warranties, Fireblock gives no further warranties of whatsoever nature in relation to the products sold and/or the services provided in terms of these Terms and Conditions.

13. Indemnities:

13.1. Save as expressly set out herein, Fireblock shall under no circumstances whatsoever be liable to the Customer, including, without limitation, as a result of or in connection with Fireblock ’s negligent (including grossly negligent) acts or omissions or those of

its employees, agents or designees or other persons for whom in law it may be liable (in whose favour this constitutes a contract or undertaking for their benefit), for any indirect, incidental, special or consequential loss or damage of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably foreseeable), sustained by the Customer, any other recipient of the products, or any other person arising from or as a result of any sale concluded in terms of these Terms and Conditions, the delivery, non-delivery, incorrect, erroneous or late delivery, the use, operation, possession or consumption of the products.

13.2. The Customer hereby agrees that it will indemnify Fireblock  and hold Fireblock  harmless and fully indemnified from and against any loss or damage suffered or liability incurred, including without limitation in respect of any claim or demand by any third party by reason of any act or omission on the part of the Customer or that of any employee, agent or representative acting on its behalf in connection with orders placed in terms of these Terms and Conditions and/or in relation to receipt of products supplied by Fireblock  pursuant to any such order.

14. Returns:

14.1. Goods may only be returned for credit if authorised in writing by Fireblock.

14.2. Fireblock will only consider accepting products for credit if notified by the Customer in writing within 7 (seven) days after date of invoice.

14.3. Save for goods returned due to defects or issues in workmanship, Fireblock shall be entitled, at its discretion, to charge a minimum handling charge of 15% (fifteen percent) of the quoted price of a product returned to Fireblock for credit. These good are required to be returned in the original packaging which is not damaged.

14.4. Save for goods returned due to defects or issues in workmanship, all costs associated with returning such products to Fireblock shall be for the account of the Customer.

15. Responsibility:

It shall be the Customer’s sole responsibility to be familiar with regulations that might concern the installation, storage, use or disposal of the products or operation of the products ordered. The Company shall not be held responsible for any penalties or restrictions from the contravention of any regulatory obligation.

16. 16. Cession or assignment:

Neither Party shall be entitled to cede, assign or delegate any of its rights and/or obligations which it may have in terms of these Terms

and Conditions to any third party, without the prior written consent of the other Party.

17    Failure to Perform:

17.1. Should Fireblock fail to perform any of its obligations in terms of these Terms and Conditions as a result of:

17.1.1.an inability to secure labour, materials or supplies despite having taken all reasonable steps to procure same;

17.1.2.any act of God, war, strike, lock-out or other labour dispute, fire, flood or legislation; or

17.1.3.any other cause beyond the control of Fireblock,

17.1.4.then notwithstanding anything to the contrary contained or implied in these Terms and Conditions, the Customer shall not be entitled to terminate these Terms and Conditions nor shall it have any claim of whatsoever nature against Fireblock.

17.2. If, in these circumstances, Fireblock has already partly performed its obligations, or can only partly perform its obligations, it shall be entitled to payment for the part already invoiced and delivered, or

the part which can be invoiced and delivered, and the Customer shall be obliged to pay such invoices as if it were a separate contract.

18. The Fireblock Brand:

18.1. Nothing contained in this Agreement shall be construed as granting to the Customer any license or other right with respect to the Fireblock brand.

18.2. The Customer acknowledges that the Fireblock brand shall remain the sole and exclusive property of Fireblock, and the Customer shall

in no way dispute Fireblock ’s right thereto and shall not in any way make use of the Fireblock brand without the prior written consent of Fireblock in each instance.

18.3. The Customer hereby undertakes to and in favour of Fireblock not to do anything or omit to do anything which may negatively affect the reputation and credibility of the Fireblock brand and/or the goodwill of Fireblock.

19. Breach and Termination:

In the event that the Customer breaches any of the terms and conditions contained in these Terms and Conditions, and fails to make good the specified default after having been given 7 (seven) days’ written notice of same and/or fails to pay an amount due and payable by it to Fireblock , and/or suffers any civil judgement taken or entered against it, and/or causes a notice of surrender of his estate to be published in terms of the Insolvency Act No. 24 of 1936 (as amended), and/or suffers its estate being placed under provisional or final sequestration, liquidation or business rescue proceedings, then the full amount of the Customer’s indebtedness to Fireblock  shall immediately become due, owing and payable and Fireblock  shall be entitled without prejudice to any other rights that it may have, either in terms hereof or in law to:

19.1. suspend performance of any of its obligations, (including the suspension of further delivery to the Customer) under these Terms and Conditions or any other agreement until such time as payment is received and/or the breach in question is remedied; and/or

19.2. claim damages and/or enforce payment in full of the balance of the Invoiced Amount then outstanding together with any accrued interest and all other costs payable; and/or

19.3. cancel these Terms and Conditions.

20. Settlement of disputes:

20.1. Save as otherwise expressly provided in these terms and conditions, should any dispute arise between any of the parties in regard to these terms or any transaction concluded between the parties, Fireblock shall be entitled, but not obliged, to insist that such dispute shall be decided by arbitration in the manner set out herein.

20.2. The arbitrator shall be appointed by the parties, and failing an agreement reached by the parties, shall be nominated by the Arbitration Foundation of Southern Africa (“AFSA”).

20.3. The arbitration shall be held at Johannesburg, South Africa.

20.4. The arbitration shall be held in accordance with the Rules of AFSA, or if AFSA shall not be in existence, in accordance with the formalities and procedures settled by the arbitrator, which shall be in an informal and summary manner, that is, it shall not be necessary to observe or carry out either the usual formalities or procedure or the strict rules of evidence, and otherwise subject as aforesaid of the Arbitration Act 42 of 1965 of the Republic of South Africa and any statutory modification or re-enactment thereof.

20.5. The arbitrator shall be entitled to:

20.5.1. Investigate or cause to be investigated any matter, fact, or thing which he/she considers necessary or desirable in connection with any matter referred to him/her for decision.

20.5.2. Decide the matters submitted to him/her according to what he considers just and equitable in all the circumstances, having regard to the purpose of these terms and conditions; and

20.5.3. Make such award, including an award for specific performance, an

Interdict, damages or a penalty or the costs of arbitration or otherwise as he/she in his/her discretion may deem fit and appropriate.

20.6. The arbitration shall be held as quickly as possible after it is demanded, with a view to it being completed within thirty days after it has been so demanded and the decision of the arbitrator shall be final and binding on the Parties.

20.7. Notwithstanding anything to the contrary contained herein, Fireblock shall, in its sole discretion, not be precluded from obtaining relief from a court of competent jurisdiction.

21. Certificate of Indebtedness:

The Customer hereby agrees and acknowledges that for all or any purposes whatsoever, including the purpose of any action by Fireblock  against the Customer, either for provisional sentence, summary judgement or otherwise, a certificate signed by a director of Fireblock  (whose authority it shall not be necessary to prove) certifying or purporting to certify that an amount is owing by the Customer to Fireblock , shall be sufficient and satisfactory prima facie proof of the correctness of the amount or amounts and facts therein contained.

22. Legal Proceedings and Jurisdiction:

22.1. If it becomes necessary for Fireblock to institute legal proceedings against the Customer in order to enforce any of its rights, either in terms of these Terms and Conditions or at common law, the Customer shall be liable to pay all legal costs, including collection commission and tracing fees incurred by Fireblock, on the attorney and own Customer scale.

22.2. Notwithstanding the amount of its claim, Fireblock shall be entitled but not obliged to institute action against the Customer in any Magistrates Court the Republic of South Africa and the Customer shall be deemed hereby to have consented to such jurisdiction.

23. Domicilium:

23.1   Any notices to be given to either party shall be in writing.

23.2   Any notices to be given to the Customer shall be delivered by hand, electronic mail, sent by fax or by pre-paid registered post, to the Customer at the address supplied to Fireblock for the purposes of any quotation offered by Fireblock. Any notices to be given to Fireblock shall be delivered by hand or sent by pre-paid registered post to Fireblock at our registered office which is:

         352 Larsen Road Muldersdrift 1746

24    Acceptance of Electronically generated Supporting Documents

24.1. The Customer agrees to accept the receipt of electronic format Statements, tax invoices, shipment documents (proof of delivery), credit and debit notes from Fireblock, which will be transmitted via email, and the following conditions thereto as required by South African Revenue Services and in terms of the provisions of the Value-Added Tax Act for the issuing of tax invoices, credit, and debit notes:

24.2. The transmitted electronic document will constitute the original statement, tax invoice, credit, or debit note. No other tax invoice, credit or debit note will be issued in respect of any specific delivery, unless as a copy of the original document.

24.3. Should the Customer have a valid reason to dispute an entry raised on the tax invoice, it shall do so within 14 (fourteen) days of the date of Fireblocks invoice to the Customer, failing which such entry shall be deemed to be correct and payable.

25. 25. Change of Information

25.1  The Customer undertakes to notify Fireblock in writing within 7 (seven) days of any change of address or ownership.

26. Consent to Sharing Information and Retention Periods

26.1. For the purposes of making credit risk management decisions and preventing fraud, the Customer hereby warrants that Fireblock has consent to:-

26.1.1.Carry out a credit enquiry on the Customer and the Directors/ Members/Partners/Trustees/Principals of the Customer from time to time with one or more credit bureaus, credit information agents,

credit insurance companies or other creditors (trade references) of the Customer in terms of this agreement.

26.1.2. Fireblock may transmit details to credit bureaus, credit information agents, credit insurance companies or other creditors of the Customer of how the Customer has performed in meeting his/her/its obligations in terms of this agreement.

26.1.3. If the Customer fails to meet his/her/its commitments to Fireblock, Fireblock may record the Customer non-performance with credit bureaus, credit information agents, credit insurance companies or other creditors of the Customer.