ARROW TECHNIK LTD
GENERAL TERMS AND CONDITIONS OF BUSINESS
1.1 In these Conditions
‘The Contractor’ means Arrow Technik Ltd.
‘Contract Work’ means any or all of the work which the Contractor agrees to perform and/or the services which the Contractor agrees to provide including the provision of Goods on hire or by sale.
‘Goods’ means all goods of whatsoever description including but not limited to materials plant, equipment, machinery and fittings.
‘Customer’ means the person, firm or corporate body who agrees to purchase Contract Work.
‘Contract’ means any contract between the Contractor and the Customer for the carrying
out of Contract Work.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect the interpretation of a Contract.
2 ORDERS AND SPECIFICATIONS
2.1 These Conditions shall apply to every Quotation and Contract. The Contractor shall not be bound by any terms or conditions which may be Inconsistent with these Conditions.
2.2 No variation of, or addition to, these Conditions shall be effective unless in writing and signed by the Contractor.
2.3 Any advice or recommendation given by the Contractor or its employees or agents to the Customer concerning Contract Work prior to the making of the Contract to which it relates, which is not confirmed in writing by the Contractor when such Contract is made, is followed or acted upon entirely at the Customer’s own risk and the Contractor shall not be liable for any such advice or recommendation.
2.4 Any typographical or clerical error or omission in any Quotation, price list, acceptance, invoice or other such document issued by the Contractor shall be subject to correction without any liability on the part of the Contractor
2.5 All specifications, descriptions, drawings, designs, measures or other Information provided by the Contractor in relation to Contract Work and/or Goods are approximate, howsoever provided, shall not form part of a Contract and, with relation thereto. the Contractor reserves the right to incorporate modifications or amendments In Contract Work.
2.6 No Contract shall be created unless the Contractor has accepted in writing a Quotation acceptance or order placed by the Customer, irrespective of how such Quotation, acceptance or order is expressed and whether it results from a prior quotation or arises otherwise.
2.7 The Customer shall be responsible to the Contractor for ensuring the accuracy of the terms of any order or other material (including any applicable specification) submitted by it or on its behalf and for giving the Contractor any necessary information relating to Contract Work within a sufficient time to enable the Contractor to perform the Contract in respect thereof in accordance with its terms.
2.8 The Customer shall be responsible to the Contractor for obtaining all necessary licences
and other permissions whatsoever for the performance of Contract Work
2.9 The Customer shall be responsible for ensuring that every building, path, private road, open space or other property to be used In the performance of Contract Work’s sale and suitable for the intended use and, without limitation of the foregoing is adequately served with all required public utilities.
2.10 The Customer may not cancel a Contract unless the Contractor agrees In writing and then on the terms that the Customer shall indemnify the Contractor In full against all loss (including loss of profit), costs (including the cost of all labour and materials used), claims, actions, damages, charges and expenses incurred by the Contractor as a result of cancellation.
2.11 The Contractor shall have and retain the property. copyright and all other Intellectual or industrial property rights in drawings, designs, plans, models, specifications and/or estimates prepared by the Contractor.
2.12 Where the Customer is to supply goods (‘Customer’s Property·) to the Contractor in connection with the Contract Work, risk in Customer’s Property will remain in the Customer. The Contractor will not be liable to the Customer for loss of or any damage to Customer’s Property unless caused by the negligent act or omission of the Contractor.
2.13 If any part of Contract Work is to be performed elsewhere than on the Contractor’s premises, the Customer shall be responsible to the Contractor for insuring the place of performance of such Contract Work and shall indemnify the Contractor against liability for any damage to the place of performance of such Contract Work, however caused.
3.1 The Contractor will quote for Contract Work only after the Contractor has received a written specification from, or on behalf of, the Customer.
3.2 The Contractor’s Quotation shall be open for acceptance within either the period stated
therein or, if none is stated, within three calendar months of its date
3.3 The Contractor reserves the right by giving notice to the Customer at any time before completion of Contract Work to increase the price of the applicable Contract in the following circumstances:
3.3.1 Where additional work is performed at the Customer’s request, and/or
3.3.2 to reflect any increase in the cost to the Contractor which is due to any factor beyond the Contractor’s control (such as, without limitation, any foreign exchange fluctuation, currency regulation. alteration of duties, increase in the cost of labour, materials or other costs of performance) or any failure of the Customer to give the Contractor adequate information or instructions; and/or
3.3.3 without prejudice to the generality of condition 3.3.2 above, to reflect any increase in the general index of retail prices compiled by the United Kingdom Department of Employment and published in the United Kingdom in the monthly digest of statistics by the Central Statistical Office or any Index substantially replacing it.
3.4 Prices are exclusive of VAT and, where applicable, any additional or substitute taxes, levies, imposts, duties, fees or charges whatsoever and wherever payable, all of which shall be paid by the Customer.
4 TERMS OF PAYMENT
The Customer shall pay 75% of a Contract when it is made and shall pay the balance (including any extra sums due under Condition 3.3 above) on completion of Contract Work as notified by the Contractor or, where Contract Work relates to an exhibition, fourteen days after the opening of the exhibition. Time for payment shall be of the essence. Receipts for payment will be issued only on request.
4.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Contractor, the Contractor shall be entitled, at its option at any time thereafter to:
4.1.1 terminate the relevant Contract and suspend for the performance of Contract Work and
4.1.2 require the immediate return of any Goods hired to the Customer; and
4.1.3 full payment, without deduction, of the total amount due and/or which would have become due under the relevant Contract but tor termination, together with interest (both before and after any judgement) on the amount overdue from time to time at the rate of 4% per annum above NatWest base rate from time to time until payment in full is made.
4.2 Property in Goods supplied by way of sale under a Contract shall not pass until payment by the Customer of all sums due under the Contract under which the Goods were delivered until property in such Goods passes the Customer shall hold them as bailee for the Contractor, shall store them separately from all other property of the Customer or any third party, marked so as to be clearly identifiable as belonging to the Contractor, shall keep them insured against all usual risks in their full invoice value and, if any of the events referred to in clause 9 occurs, the Customer shall place such Goods at the disposal of the Contractor and the Contractor shall be entitled to enter upon any premises of the Customer, or any other premises where such Goods are kept, for the purpose of removing them.
Provided that notice is given as soon as reasonably possible, and In any event within seven days of the defect being discovered and Provided Always that in the case of goods such notice must be given within the period of hire, where supplied on hire, or within 12 months of the date of delivery, where supplied by way of sale, if the Customer gives notice of a defect In Contract Work, and the Contractor is satisfied that a defect exists and was not caused in whole or in part by any matter, action or occurrence outside the Contractor’s control the Contractor shall, in its sole discretion, either remedy the defect or refund to the Customer a reasonable proportion of the price of the Contract.
6.1 The terms of Condition 5 are in lieu of all conditions, warranties and statements of whatever nature in respect of Contract Work whether express or implied by statute, trade, custom or otherwise and any such condition, warranty or statement is hereby excluded.
6.2 The Contractor shall not be liable for any defect In Contract Work arising directly or indirectly from compliance with any drawing, design, specification or order of the Customer.
6.3 Without prejudice to the terms of Conditions 6.1, 6.2 and 6.4. the Contractor will accept liability for any loss or damage sustained by the Customer as a direct result of any breach of a Contract or of any liability of the Contractor (including negligence) in respect of the performance of a Contract provided that such liability shall be limited to payment of damages not exceeding the invoice value of the Contract in question.
6.4 Subject to the terms of Condition 6.6, the Contractor shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the Contractor’s contemplation).
6.4.1 Loss of profits, business or revenue whether sustained by the Customer or any other person and/or
6.4.2 special, indirect or consequential loss or damage, whether sustained by the Customer or any other person; and/or
6.4.3 any loss arising from any claim made against the Customer by any other person.
6.5 The Customer shall indemnify the Contractor against all claims, actions, costs, expenses (including court costs and legal fees) or other liabilities whatsoever in respect of :
6.5.1 Any liability arising under the Consumer Protection Act 1987, unless caused by the negligent act or omission of the Contractor in the manufacture and/or supply of Goods; and/or
6.5.2 any claim for breach of industrial and/or intellectual property rights arising out of compliance with any drawings, designs, specifications or order of the Customer; and/or
6.5.3 any breach of Contract or negligent or wilful act or omission of the Customer in relation to a Contract.
6.6 These Conditions do not purport to exclude or restrict any liability the exclusion or restriction
of which is prohibited by Sections 2(1) and 6(1) of the Unfair Contract Terms Act 1977.
NOTHING IN THESE CONDITIONS SHALL AFFECT THE STATUTORY RIGHTS OF A CONSUMER
7 HIRED GOODS
7.1 Unless specifically provided by way of sale, all Goods used or supplied by the Contractor in connection with Contract Work shall be deemed to be on hire to the Customer.
7.2 The Customer shall indemnify the Contractor against the loss of and/or damage to hire Goods howsoever caused.
7.3 The Customer shall keep hired Goods in his possession and/or under his control at all times and shall not remove them from the place where they are installed by the Contractor without the latter’s prior written consent.
7.4 Upon expiry of the period of deemed hire, or upon the earlier termination of the relevant Contract, the Customer shall no longer be in possession of hired Goods and the Contractor may at any time without notice retake possession of such hired Goods and the Contractor shall be entitled to enter the premises of the Customer and/or any other place of performance of Contract Work for such purposes.
8 STORAGE OF GOODS
8.1 Where the Contract Work relates to an exhibition, elements of any stand can be kept and stored with the Contractor for future rebuilding – storage is chargeable and invoiced quarterly, payable in advance. With the exception of the graphics, the whole stand is on hire and owned by the Contractor.
8.2 If any sum payable under the Contract is still outstanding one month after the service of written notice from the Contractor requiring the Customer to pay all outstanding amounts in full, the Contractor may in their absolute discretion:
8.2.1. remove Goods to the nearest alternative storage facility available for such purpose and charge the Customer for all reasonable costs incurred in moving and storing the Goods, together with any repeated costs if the Contractor reasonably requires to move the Goods at any time afterwards;
8.2.2. (if the Contractor still does not hear from the Customer, having given the Customer 14 days further notice,) sell some or all of the Goods for the best price reasonably available (and pass good title to them) to discharge any outstanding sums due to us and to cover the costs of sale. If the proceeds of sale are insufficient to discharge the Customer’s outstanding sums due then the Customer will remain responsible for the balance and the Contractor may take action to recover the outstanding amounts. The Contractor will pay to the Customer the balance, if any, still remaining; and
8.2.3. treat any Goods not sold in accordance with Condition 8.3.2 as abandoned and destroy or otherwise dispose of them.
8.3 It is the Customer’s responsibility to ensure that the Site is suitable for the storage of the goods that the Customer stores or intends to store in it. The Contractor cannot guarantee that the Site is a suitable place or means of storage for any particular goods.
8.4 Please note that the Contractor does not insure the Goods whilst they are on Site. The Customer will ensure that prior to storing goods on the Site, adequate insurance is taken out in respect of the Goods under a policy which covers at least Normal Perils (as set out below) with a reputable insurance company and will not cause or allow that insurance cover to lapse whilst the Goods or any of them remain in storage and the Customer shall be responsible for all uninsured risks including Normal Perils.
8.4.1 Normal Perils in this Condition mean loss of or damage to Goods caused by fire, lightning, explosion, earthquake, aircraft, storm, flood, bursting and/or leaking pipes, theft, riot, strike, civil commotion, malicious damage, and impact by vehicles.
8.4.2 The insurance cover taken out must be for a sum which is at least equal to the replacement value of the Goods stored.
8.5 The Contractor will not be responsible for any loss or damage caused by them or their employees or agents in circumstances where there is no breach of legal duty or care.
8.6 The Contractor shall not be responsible for loss of profits (whether direct or indirect), loss of business opportunity, loss of goodwill, loss of contract nor for other economic loss (direct or indirect) arising out of a breach of the Agreement.
8.7 In certain cases the Contractor may not be able to allow the Customer access to the Site because of something that is outside their reasonable control. This could include any natural disaster, riot, strike or lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, electrical power failure, act of terrorism or environmental or health emergency or hazard, or arrest or seizure or confiscation of Goods by competent authorities. If this happens then the Contractor will not be responsible for so long as the event continues for failing to allow access to the Goods.
8.8 Please note that should the Customer wish to discontinue the storage of Goods with the Contractor, the Customer must advise the Contractor in writing and the Customer will be responsible for the costs associated with disposal of the Goods. The Contractor will advise the Customer of of a charge for disposal which must be paid in full before any such disposal.
9 FORCE MAJEURE
The Contractor shall be entitled, without liability on its part and without prejudice to its other rights, to terminate a Contract or any unfulfilled part thereof or, at its option, to suspend or give partial performance under it, if performance by the Contractor or by its suppliers is prevented, hindered, or delayed whether directly or indirectly by reason of any cause whatever beyond the Contractor’s or its suppliers’ reasonable control, whether such cause existed on the date when the Contract was made or not.
If the Customer, being an individual, or being a firm, if any partner in the Customer is the subject of a petition for a bankruptcy order or of an application for an interim order under Part VIII of the Insolvency Act 1986, or if the Customer, being a company, compounds with its creditors or has a receiver or manager appointed in respect of all or any part of its assets or is the subject of an application for an administration order or of any proposal for a voluntary arrangement under Part 1 of the Insolvency Act 1986, or enters into liquidation whether compulsorily or voluntarily otherwise than for the purpose of amalgamation or reconstruction, or if the Contractor reasonably believes that any of the above events is about to occur, then the Contractor shall be entitled immediately, and at any time thereafter to terminate forthwith any Contract or any unfulfilled part thereof.
11.1 No waiver by the Contractor of any breach of Contract by the Customer shall be construed as a waiver of any subsequent breach of the same or any other provision.
11.2 If any provision of these Conditions is held by any competent authority to be Invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and
the remainder of the provision in question shall not be affected thereby.
11.3 Any dispute arising under or in connection with these Conditions or the work done by the Contractor shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party.
11.4 This Contract shall be governed by the Laws of England.