Terms and Conditions
The terms and conditions set out below shall apply to any tender quotation or accept of an order made by or given to Arrow Engineering Components Ltd (“Arrow Engineering”) and no addition thereto or variation therefrom shall apply unless specifically agreed between parties in writing. All descriptions of the products and services contained on the Arrow Engineering website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between Arrow Engineering and the Customer. Arrow Engineering may correct any errors in its website without liability to the Customer.
The advertising of products and services in the Arrow Engineering website merely constitutes an invitation by Arrow Engineering for the Customer to make an offer to purchase products and services.
2. Prevailing Clause
Arrow Engineering is not willing to contract other than on these conditions and any printed standard or other conditions which appear or are referred to in any documents emanating from the Customer are insofar as they conflict with the terms hereon to have no legal effect whatsoever.
The prices of the products and services are as set out in the Arrow Engineering website that is current at the date of dispatch. Products that are not stocked by Arrow Engineering will be sold at the prices set out in the relevant quotation supplied by Arrow Engineering. Arrow Engineering reserves the right to change prices without prior notice at any time.
3.1 All prices exclude VAT, which will be added at the rate applicable on the date of dispatch.
3.2 We reserve the right to change the price of commodity goods, such as copper, due to market conditions but we will confirm the prevailing price with you before accepting your order. We are not obliged to accept your order for such goods and may decline it or limit the order quantity.
3.3 On occasion, the prices payable of goods advertised on our web site may differ from those prices offered in the then current catalogue or in one of our trade counters, and we are under no obligation to honour any web site price if there is such a difference.
3.4 Occasionally an error may occur with our website and goods may be incorrectly priced in which circumstances we will not be obliged to supply the goods at the incorrect price.
Subject to clause 4.1, we must receive payment for the whole of the price of the goods you order, and any applicable charges for carriage, before your order can be processed unless we have agreed otherwise in advance in writing.
4.1 If you are an account customer, payment shall be made in full at the end of the month following the date of invoice. Time shall be of the essence for payment. We may revoke credit if you fail to make payment when due. If payment is not made when due, interest is payable at the rate of 5 per cent per annum above the Bank of England base rate on the amount outstanding from the due date for payment until receipt by us of the full amount (including any accrued interest) whether before or after judgement, together with any reasonable legal or other recovery costs.
4.2 Payment may be made by Direct Debit, BACS transfer, cheque, credit card or debit card. Cash will be accepted at Arrow Engineering Trade counter.
5. Delivery & Title
Unless you order and collect the goods from our trade counter, we will deliver them in accordance with your order. A valid signature will be required on collection or delivery.
5.1 For reasons of health and safety and to avoid any property damage, heavy / large items can only be delivered to a ground floor location at the delivery address.
5.2 Upon delivery of the goods to you, the goods shall be at your risk. In spite of delivery having been made, title in the goods shall not pass to you until you have paid the price for the goods in full and no other sums whatsoever shall be due to us from you. Until title in the goods passes from us, you shall hold the goods on a fiduciary basis as bailee and shall store the goods at your own cost separately from all other goods in your possession and marked in such a way that they are clearly identified as our property.
5.3 The Customer is under a duty wherever possible to examine the Goods on delivery or on collection (as the case may be).
5.4 Where the Goods cannot be examined, the carrier’s note or such other note (as the case may be) shall be marked by the Customer at the time of delivery “not examined”.
5.5 Arrow Engineering shall be under no liability for any defects or shortages as aforesaid unless notified in writing of the details within seven days following dispatch.
5.6 In all cases where defects or shortages are complained of, Arrow Engineering, shall be under no liability to the Customer in respect thereof unless a reasonable opportunity to inspect the Goods is provided to Arrow Engineering by giving at least 48 hours notice in writing before any use is made thereof or any alteration or modification is made thereto by the Customer.
5.7 Arrow Engineering shall make good any defects or shortages in accordance with the terms and condition but otherwise shall be under no liability whatsoever, whenever or how ever arising, whether by the way of negligence or otherwise, for such defects or shortages (save for death or personal injury caused by Arrow Engineering negligence).
5.4 If the Customer is late in paying any sum to Arrow Engineering, then Arrow Engineering shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorises Arrow Engineering and its agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by Arrow Engineering shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the products or Arrow Engineering right to sue for the whole of the price.
6. Product Availability
Arrow Engineering reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any Arrow Engineering website.
6.1 Unless otherwise confirmed, nothing in any Arrow Engineering website is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
6.2 While we endeavour to hold sufficient stock to meet all orders, if we have insufficient stock to supply or deliver the goods ordered and paid for by you, we may, at our discretion, supply or deliver a substituted product or refund you the price paid for such goods as soon as possible and in any case within 30 days or, in the case of an account customer, we may, in our absolute discretion, as soon as possible raise a credit to offset the amount invoiced to you.
6.3 Any time or date quoted by Arrow Engineering for delivery or collection of all or any of the Goods or performance of any Services is an estimate only, and Arrow Engineering shall not be liable for any failure to meet any estimate nor for any loss, whether financial or otherwise resulting directly or indirectly there from. Time is not and shall not be the essence in relation to this condition or the performance by Arrow Engineering of its obligations under the Contract.
7. Cancellation & Returns
You may cancel your order by giving us notice of cancellation within 30 days of the date of delivery to you or collection from a trade counter. Such notice may be given by phone, mail, fax or email or in person at a trade counter. If you are cancelling because of any problem with the goods, please notify us of the problem at the time of cancellation.
7.1 On cancellation for whatever reason, you must return the goods to us at your cost unless we agree that you may dispose of them in which case please comply with the manufacturer’s instructions before disposing of hazardous goods. Where the goods are being returned because they are faulty, incorrect goods or because of unsuitable substitution by us, we will meet the cost of return but we ask that you allow us to nominate the carrier.
7.2 Products must be returned to Arrow Engineering in their original condition and packaging and in a condition, which will enable them to be immediately fit for re-sale.
7.3 The Customer must quote the invoice details or the Arrow Engineering reference number on the Arrow Engineering Customer Returns Form from the original dispatch note, otherwise the credit will be based upon the lowest sales price.
7.4 For products returned due to Customer error or no longer required a 20% handling charge will be applied.
7.5 Where the Customer returns products to Arrow Engineering which are not in accordance with the above returns conditions Arrow Engineering will refuse delivery and return the products at the Customer’s expense or may apply a handling charge which relates to the actual cost of reprocessing.
8. Termination & Suspension
Without prejudice to any right and remedies available to it, whether under the Contract or otherwise, Arrow Engineering shall be entitled in its absolute discretion and upon giving to the Customer written notice of its intention to do so, either to terminate wholly or in part the Contract and/or any other contract with the Customer or to withhold, vary or suspend performance of all any of its obligations under the Contract or any other Contract in any one or more of the following events:-
8.1 If any sum owing to Arrow Engineering from the Customer on any account whatsoever shall be unpaid after the due date for payment;
8.2 If the Customer shall refuse to take delivery or collect any of the Goods in accordance with the terms of the Contract;
8.3 If an Insolvency Event occurs;
8.4 If the Customer shall commit any breach of any Contract with Arrow Engineering;
8.5 If Arrow Engineering in good faith shall have doubts as to the solvency of the Customer;
8.6 Where it is necessary to make alternative arrangements to deal with supply shortages. In such circumstances, the Customer’s obligation to purchase Goods hereunder shall remain binding to the extent that Arrow Engineering meets the Customer’s order;
8.7 If the Customer shall exceed the credit limit agreed between it and Arrow Engineering from time to time on any account. Arrow Engineering shall be entitled to require as a condition of resuming performance under the Contract in such circumstances, the payment of such proportion of the sums or sum outstanding on any such account by the Customer or such further sums as Arrow Engineering sees fit in its absolute discretion to bring the Customer back within its agreed credit limit;
8.8 If the Customer refuses to permit or hinders performance of services. Arrow Engineering shall be entitled to exercise its right of termination or suspension hereunder at anytime during which the event giving rise thereto shall not have ceased or been remedied, and in the circumstances of any such suspension, Arrow Engineering shall be entitled to require as a condition of resuming performance under the Contract, pre-payment of or such security as it may stipulate for the payment of any sum or sums due or to become due to it. Upon such event happening Arrow Engineering shall also have a general lien over all monies and property of the Customer in its possession for any sums due to Arrow Engineering.
9. Warranty & Liability
The liability of Arrow Engineering is subject to compliance by the Customer with all terms contained in this clause 9.
9.1 Arrow Engineering shall make good by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid) or at its option by repair or by replacement any defect developing under normal use in the Goods and due solely to faulty design (except where the design is supplied by or on behalf of the Customer), faulty materials or faulty workmanship provided that:-
9.1.1 the Customer shall be responsible for ensuring that Goods are fit for the purpose for which it wishes to use then and Arrow Engineering gives no warranty (and none shall be implied) that the goods are fit for any particular purpose; and
9.1.2 the defect in question shall have appeared within 12 months (or such longer time period (if any) as it may provided for in any guarantee given by or on behalf of the manufacturer of the Goods) after the Customer shall have taken possession of the Goods or performance of Services has been completed and shall have been thereupon promptly notified in writing to Arrow Engineering; and
9.1.3 any Goods alleged to be defective shall be stored in a safe place by the Customer until such time as Arrow Engineering authorises their disposal in writing; and
9.1.4 any Goods alleged to be defective shall, if so required by Arrow Engineering, be promptly returned at the Customer’s risk and expense to Arrow Engineering’s works for inspection, and Arrow Engineering shall in its reasonable opinion consider them to be defective solely by reason of faulty design materials or workmanship; and
9.1.5 no attempt shall be made by the Customer and any third party to remedy any defect before, if so required by Arrow Engineering, the Goods in question shall have been returned to Arrow Engineering for inspection; and
9.1.6 the Goods in question shall have been serviced and maintained properly and in accordance with Arrow Engineering’s recommendations and shall not have been fitted with any parts, components or accessories other than those manufactured or recommended by Arrow Engineering.
9.2 Apart from reimbursement repair or replacement by Arrow Engineering, its employees and agents shall be under no liability to the Customer or to any third party for any injury, loss or damage of any kind whatsoever, however and wheresoever arising or arisen, and whether direct or indirect, including without limitation any injury, loss or damage arising out of or incidental to:-
9.2.1 any negligence of Arrow Engineering or any of its employees or agents (except insofar as such negligence may result in death or personal injury); or
9.2.2 Arrow Engineering’s performance of or failure to perform or breach of any of its obligations, whether express or implied under The Contract or otherwise; or
9.2.3 the supply, installation, repair or maintenance of any of the goods; or
9.2.4 any defect in any of the Goods; or
9.2.5 any advice given or representation made by Arrow Engineering or on its behalf; or
9.2.6 any performance of any Services
9.3 Save as set out in clause 9.1 the liability of Arrow Engineering arising from all and any claims relating to any single Contract shall be Limited to a maximum sum of £200 in total or such amount (less the costs of recovery incurred by Arrow Engineering) as Arrow Engineering receives from the manufacturer of the Goods giving to the rise to the claim from the Customer.
9.4 Arrow Engineering shall not be liable for any claim relating to any breach of warranty, express or implied, brought after the expiry of the period of twelve months from the date on which the Contract was made (or in case of Goods, after the expiry of such longer period (if any) as may be provided for by or on behalf of the manufacturer of these Goods).
9.5 Arrow Engineering shall in no circumstances be liable to the Customer for any economic loss, loss of profit, loss of business or like loss.
9.6 The terms of this condition, warranties, representatives, statements, liabilities and other terms whatsoever Implied by common law, statute or otherwise, all of which shall accordingly be excluded to the extent allowed by law, and Arrow Engineering shall in relation to the Goods and Services have no obligation to the Customer, either arising by statute or in tort or in Contract and whether arising out of negligence of Arrow Engineering or any of its employees or agents (and whether under the Contract or under any other Contract), other than the express obligations in these conditions or in any other document expressly incorporated in writing into the Contract. Accordingly, it shall be for the Customer to ensure against liability arising from the performance of the Services and from its use of the Goods.
9.7 Arrow Engineering shall use its reasonable endeavours to transfer to the Customer the benefit of any guarantee in respect of the Goods available from the manufacturer provided that Arrow Engineering may in its discretion, elect to do so only at the cost of the Customer.
9.8 Notwithstanding anything to the contrary herein contained Arrow Engineering’s liability for:-
9.8.1 death or personal injury resulting from the negligence of Arrow Engineering, its employees or agents;
9.8.2 damage suffered by the Customer as a result of a breach by Arrow Engineering of the condition as to the title or the warranty as to Quiet possession implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; and
9.8.3 damage for which Arrow Engineering is liable to the Customer under Part 1 of the Consumer Protection Act 1987; shall not be limited save that nothing in this clause 9 shall confer a right or remedy upon the Customer to which Buyer would not otherwise be entitled.
9.9 The provisions of this clause 9 shall survive any termination of the Contract.
9.10 The exclusions from and limitations of liability set out in this clause 9 shall be considered severably. The validity or un-enforceability of any one clause, sub-clause, paragraph or sub-paragraph of this clause 9 shall not affect the validity or enforceability of any other part of this clause 9.
10.1 If any process is to be applied to the Goods or the Services by Arrow Engineering in accordance with a specification or direction (as the case may be) submitted by the Customer, the Customer shall indemnify and hold harmless Arrow Engineering from and against all loss, damages, costs and expenses awarded against or incurred by Arrow Engineering in connection with or paid or agreed to be paid by Arrow Engineering in settlement of any claim for infringement or alleged infringement of any intellectual property rights of any other person which results from Arrow Engineering’s use of the Customer’s specification or from Arrow Engineering complying with the Customer’s direction as the case may be.
10.2 Where the Customer uses the Goods or Services;-
10.2.1 in the manufacture, supply or distribution of any goods;
10.2.2 in the provision of a service; then the Customer shall indemnify and hold harmless Arrow Engineering from and against all loss, damages, costs and expenses awarded against or incurred by Arrow Engineering in respect of such use by the Customer arising out of the manufacture, supply or distribution of those other goods or the provision of that service.
10.3 The Customer shall indemnify and hold harmless Arrow Engineering from and against all loss, damages, costs and expenses awarded against or incurred by Arrow Engineering in respect of:-
10.3.1 any liability which Arrow Engineering may incur as a result of a claim against Arrow Engineering by a third part under Part 1 of The Consumer Protection Act 1987;
10.3.2 any warranty howsoever given by the Customer to a third party;
10.3.3 any loss caused by the Goods during transit.
11. Force Majeure
Arrow Engineering shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of its obligations under the Contract arising wholly or in part by reason of any factor beyond its direct control.
Any notice required to be given in writing under the Contract shall be given either by telex or facsimile transmission or by first class post addressed to the registered office of the party for which it is intended.
13. Governing Law
This Contract shall be governed by the law of England and subject to the exclusive jurisdiction of the English Courts.
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