“ARC”, “We”, “Us” and “Our” refer to ARC Window Films Ltd
“Customer” and “You” means the company, person or entity entering into this agreement with us.
“Goods” refers to window films, ancillary items and services, as provided by us.
(i)These conditions of sale apply to all contracts of sale for the supply and/or installation of our products and services unless expressly excluded in writing signed by, or with express authority of, one of our Directors. All quotations are made and all orders accepted subject to these conditions. Any qualification of these Conditions by other sources other than those of ARC, or any other conditions which are sought by others to impose, will be inapplicable unless expressly accepted in writing signed by, or with the express authority of, one of our Directors.
(ii)Quotations shall only be available for acceptance for a period of 30 days from the date thereof and may be withdrawn by ARC within such period at any time by written or oral notice. A quotation given by ARC is not an offer and an order given in respect of a quotation is not binding on ARC until accepted by it in writing.
(iii)ARC reserve the right to appoint sub-contractors for certain installations of our products and these sub-contractors will be controlled and audited by ARC and will not be pre-notified on each contract to the Customer.
(iv)ARC reserve the right to substitute the Goods for a superior or equivalent product at our discretion.
All descriptions and illustrations contained in our literature, price lists and other advertising material are intended to give an accurate description of our products and services. The material contained within this matter may change and ARC will not accept any responsibility for matters arising from such changes. Any information contained within this material shall not form any part of the contract unless specifically incorporates therein.
(i) Any times quoted for delivery are to date from receipt of a written order and full information enabling us to proceed uninterruptedly; and where, at your request, we agree to make any change in the specification previously agreed, the times shall be adjusted accordingly.
(ii) Time for delivery is given as accurately as possible but is not guaranteed. While we shall use all reasonable endeavours to keep to the times quoted we shall not be liable for failure to do so or bare such costs as are incurred. The Customer shall have no right to damages as a result of delayed delivery.
(iii) The Customer shall ensure that there is good and sufficient access to the point where the delivery vehicles are required to unload the Goods.
5.Work on Site
Where the contract with ARC requires the performance of works by ARC operatives on site then unless otherwise stated in ARC official quotation, or otherwise accepted by ARC in writing, the following shall be conditions of the contract:
(i)All site work may be carried out by ARC in one continuous operation through to completion if it so desires.
(ii)It will be the responsibility of the Customer to provide and maintain clear access to areas of work for ARC operatives throughout the duration of the works.
(iii)It will be the responsibility of the Customer to ensure a clean and dust free working environment for ARC operatives. ARC cannot be held liable for visual quality issues arising from any failure to provide such an environment.
(iv)The safeguarding and storage of access equipment overnight will be the direct responsibility of the Customer. Any costs incurred as a result of damage to or loss of such equipment will be the liability of the Customer.
The price quoted is net unless otherwise stated. All prices are Sterling (£) unless otherwise stated.
Should we incur extra cost owing to the suspension of the work by your instruction or lack of instruction or to interruption, alteration, delay, mistakes or work for which we are not responsible, such extra cost including the cost incurred by working overtime or unusual hours or by keeping any of our applicators on the site after completion, shall be added to the contract price and paid for accordingly.
The price is based upon the cost of material, labour, transport and of conforming to statutory obligations on the date of quotation or Purchase Order and if between that date and the completion of the work variations, either by rise or fall, occur in those costs then we reserve the right to amend the contract price to provide for these variations. In the event of any alteration being required by the Customer in design, specification or quantity and the same being accepted in writing by ARC then ARC shall be entitled to make an adjustment to the Price.
9.Terms of Payment
(i) Unless arrangements are made for the payment of the price, or part of it in advance, the whole of the price shall be due on the date on which we give notice to you that the works are complete. If payment is not made within thirty days of that date interest shall be payable on the price for the period beginning with the expiry of the thirty days and ending with the date of payment, interest being at the rate per annum of four percent over the Bank of England Minimum Rate for the time being.
(ii) Payment shall be in Sterling or in such currency as we may direct.
(iii) For sales in the UK V.A.T. will be charged extra in so far as it is not partly or wholly included already in the contract price but is due by law, whether on this sale or the services hereunder or on the purchase of any Goods or services comprised in the Goods, hereby sold or the services here under.
(iv) Where Goods and/or services are delivered in instalments ARC may invoice each instalment separately and the Customer shall pay such invoices in accordance with these conditions.
(v) No disputes arising under the contract or delays beyond the reasonable control of ARC shall interfere with prompt payment by the Customer in full.
If the Buyer is prohibited, by operation of law, from making payments in full without deduction then payment shall be increased to ensure after such deduction of or payment of such taxes, duties, fees or other charges (and after payment of any additional taxes or other charges due as a consequence of such increase) the Company receives a sum equal to the sum the Company would have received and to which it would have been entitled had no such deduction or payment been required.
10.Risk and Title
Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to Goods;
(i)If ARC delivered the Goods by its own transport; at the time when the Goods or relevant part thereof arrive at the place of delivery
(ii)In all other circumstances at the time when the Goods or a relevant part thereof leave the premises of ARC whether or not ARC arranges transport and where the Goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with the carriers conditions.
Unless otherwise stated in writing by one of the Directors of ARC, ownership of ARC products remain with ARC until all Goods (and any additional monies due such as interest) are paid for in full. We lay claim to re-possess any such unpaid Goods as we deem necessary and this will be done at the discretion of the Directors. The Customer shall permit the servants or agents of ARC to enter onto the Customer’s premises and to re-possess the Goods at any time prior to passing of title and in the event of the Goods being at the premises of a third party by the direction of the Customer then the Customer shall if so requested by ARC in writing remove the Goods from such premises and return them to ARC forthwith failing which ARC shall be entitled to remove them without notice to the Customer and at the cost of the Customer.
Cancellation cannot be accepted without written consent from ARC. Cancellation can only be accepted subject to the condition that all costs and expenses incurred by ARC up to and at the point of cancellation and all loss of profit and including other loss or damage as a result of cancellation will be paid for by the Customer to ARC.
The suitability of a product is entirely the responsibility of the Customer. Such checks required to ensure film to glass compatibility are also the responsibility of the Customer. Where possible ARC may perform its own assessment in addition to these checks but are under no obligation to do so. ARC will endeavour to supply all necessary information relevant to specified glazing systems. Correct identification of such glazing systems are the responsibility of the Customer.
Glass has a natural rate of thermal stress breakage (before film is applied). This rate is usually very low for glass and glazing which meet relevant standards and are in good undamaged condition. ARC film to glass compatibility checks are designed to determine whether the application of film will cause this natural rate of breakage to increase significantly. A positive thermal stress compatibility check determines that this risk remains low, not that the glass will not break. This compatibility assessment assumes that the glass is in good undamaged condition, meeting relevant standards and good glazing practices. Thermal stress strength of glass is very dependent on glass / glazing quality, including edge quality (such as chips, vents and cracks). In a negligible number of cases the installation of window film may expose existing flaws (such as rough cut or impact damaged edges) in the glazing system. This may manifest itself in the form of a visible crack, emanating from the already damaged area. As the quality and condition of glass and glazing are outside our control, ARC cannot and does not warranty against glass breakage and / or glazing damage, however caused.
13.Customer Drawings and Print Files
The Customer shall be solely responsible for ensuring that all drawings, images, advice and recommendations given to ARC either directly or indirectly by the Customer or the Customers agents, servants or advisers are accurate, correct and suitable and do not infringe on third party rights. Examination or consideration by ARC of such drawings, images, advice or recommendations shall in no way limit the Customers responsibility hereunder unless ARC specifically agrees in writing to accept responsibility.
The Customer shall indemnify ARC from and against all actions, costs, claims and proceedings which arise due to reliance on provided drawings, specifications, images, advice or recommendations from the Customer where such items are at fault or where it is alleged that there is a copy write or patent infringement.
We shall make good by replacement or, at our option, repair any defect in our products, under proper use and excluding fair wear and tear, arising solely from faults in our materials or workmanship and which appear within the period of twelve calendar months beginning from the date of invoice; provided that in the case of Goods not of our manufacture you are entitled only to such benefits as we may be able to recover from the manufacturers thereof. Notice of any defect must be provided in writing within 7 days of discovery of the defect, and no use made of the Goods thereafter and no alteration made thereto before ARC is given the opportunity to inspect the Goods.
In the event of the condition of the Goods being such as might or would (subject to these conditions) entitle the Customer to claim damages or to repudiate the contract the Customer shall not then do so but shall first ask ARC to repair or supply satisfactory replacement or substitute Goods and ARC shall thereupon be entitled to its options to repair or take back the defective Goods and to supply satisfactory replacement or substitute Goods free of cost and within a reasonable time. If ARC does to repair or replace the Goods the Customer shall be bound to accept such repaired or substitute Goods and ARC shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective Goods or from any delay before the defective Goods are repaired or the substitute/ replacement Goods delivered.
Any right the client may have to reject our products as not complying with the contract must be exercised within seven days of delivery or, where our quotation provides for application, within twenty eight days of completion and on the expiration of that time such right shall lapse. When products are applied by ourselves we will abide by the manufacturers recommended curing times and base such claim against this. We will abide by the Glass & Glazing guidelines for film inspection.
If the Customer shall; (i)commit an act of bankruptcy or, (ii) become insolvent or compound or, (iii) make an arrangement with its creditors or, (iv) pass a resolution for the liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or, (v) go into liquidation or, (vi) if a Receiver or Administrative Receiver or Manager is appointed for all or part of its assets or undertaking or, (vii) the Customer commits any breach of these conditions or,(viii) if in the option of ARC the financial standing of the Customer becomes unsatisfactory, ARC shall be entitled to cancel the contract in whole or in part forthwith by notice in writing without prejudice to any right or remedy accrued or accruing to ARC.
ARC shall be under no liability for any delay, loss or damage caused wholly or in part by any Act of God, governmental restriction condition, war, strike, riot or crime, or control or by reason any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not shall by reason of any other act, matter, or event beyond its reasonable control including failure to carry out the provisions of these Conditions.
(i) Our products, advice and services are sold upon such terms that neither we nor our servants shall be liable in contract tort or otherwise for any personal injury or for any loss or loss of production or damage (howsoever such loss or loss of production or damage is caused) suffered by you or any other person and arising out of or in connection with the design, manufacture, sale, delivery and installation (or failure or delay in delivery or installation), stoppage, repair, or adjustment or the use thereof or services in connection therewith and you shall indemnify us and our servants against any claims on respect of any such injury, loss or loss of production or damage. For the purposes of this clause we contract on our behalf and on behalf of and as Trustees of our servants. Without limiting the generality of the foregoing, we shall not be liable for any loss of profits, increased cost of working, loss of production or any loss or damage to any material in the course of being processed by our products or services.
(ii) These Conditions of Sale define the whole of our liabilities and shall exclude and be adopted in place of (1) any condition or warranty implied by statute, common law or trade usage: (2) any other condition or warranty unless it is accepted by ARC. in writing signed by, or with the express authority of one of our Directors, and (3) any express or implied condition or warranty whether collateral or otherwise.
19.Set off and Counterclaim
The Customer shall not be entitled by reason of any claim against ARC to withhold payment of the price of Goods or to claim any right to set-off against any payment due to ARC under the contract.
The contract shall in all respects be construed and operate as an English contract in conformity with English law. ARC. are not responsible for any laws outside the United Kingdom controlling the quality, marketing, labelling, safety and use of Goods whatsoever arising from or caused directly or indirectly by the Goods in our quotations.