Arc Distribution UK Limited
TERMS AND CONDITIONS OF SALE OF GOODS
Application and entire agreement
These Terms and Conditions willapply to all purchase of goods detailedin our quotation (Goods) by the buyer (you orCustomer) from ARC Distribution UK Ltd acompany registered in England and Wales under the number of 04506325 whose registered office is at ARC, Terrace Road, Pinvin, Pershore, WR10 2DJ.
These Terms and Conditions will bedeemed to have been accepted by you when you accept them or the quotation orfrom the date of any delivery of the Goods (whichever happens earlier) and willconstitute the entire agreement between us and you.
TheseTerms and Conditions and the quotation (together the Contract) apply to allpurchase and sale of any goods between us and you, to the exclusion of any other terms that you try to impose orincorporate, or which are implied by trade, custom, practice or course ofdealing.
Definitions and Interpretations
Inthese terms and conditions, the following words and phrases shallhave the meanings ascribed to them below:
“Acknowledgement of Order” means the document issued byARC to the Customer, confirming details of theContract;
“ARC” meansArc Distribution UK Limited, (company no. 04506325) whose registered office is ARC, Terrace Road, Pinvin, Pershore, WR10 2SDJ.
“Contract” means the contract between ARC and the Customer for the sale andpurchase of the Goods, incorporating these terms and conditions;
“Credit Account Application” means an application form for the Credit Facility, thecompletion of which will help determine whether or not the Credit Facility willbe granted;
“Credit Facility” means the facility granted by ARC to the Customer, asevidenced by written confirmation to the Customer of such an offer and anyspecial terms;
“Customer” means the company, person or party detailed in the Acknowledgementof Order or Order Form;
“Goods” meansthe goods detailed in the Acknowledgement of Order or Order Form;
“Order Form” means the document confirming details of the Contract;
“Price” meansthe price payable for the Goods, detailed in the Acknowledgement of Order orOrder Form;
“Sales Literature” means all brochures, drawings, descriptive matter, specifications and websites used by ARC to advertise andpromote the Goods;
▪ Areference to a particular law is a reference to it as it is in force for thetime being taking account of anyamendment, extension, application or re-enactmentand includes any subordinate legislation for the time beingin force made under it.
▪Words in the singular include theplural and in theplural includes thesingular.
▪ Areference to one gender includes a reference
to the other gender.
▪ Conditionheadings do not affect the interpretation of theseterms and conditions.
4. PRICE AND STANDARD PAYMENT TERMS
4.1 The price payable for theGoods shall be the Price.
4.2 Every effort is made by ARC toensure that the Price and the prices shown in the Sales Literature are accurate. Notwithstanding that the Contract has been formed, ARCshall have the right to terminate the Contractwhere the Goods have been sold at the incorrectPrice. ARC will always give the Customer theoption of reconfirming the Contract at the correctPrice.
4.3 Unless expressly statedotherwise, the Price shall excludevalue added tax (where applicable) at the applicablecurrent rate and delivery charges, which shallbe payable in addition to the Price.
4.4 Unless condition 5 belowapplies, ARC shall not deliver theGoods until ARC has received in full (cleared funds)all sums due to it in respect of the Contract.Payment should be made by BACS to the Company's designated bank account.
5. CREDIT FACILITY AND EXTENDED PAYMENT TERMS
5.1 This condition 5 shall applyto the Contract if the Customer hasthe benefit of a Credit Facility.
5.2 ARC shall issue an invoice forpayment of the Price, on the day Goods are despatched.
5.3 The Customer shall pay theinvoice within thirty (30) days ofthe date of invoice. Time for payment of the Priceshall be of the essence and should be made byBACS payment to the Companies designated bankaccount.
5.4 The Customer shall make allpayments due under the Contract in full without any deduction whether by way of set-off,counterclaim, discount, abatement or otherwise unlessthe Customer has a valid court order requiringan amount equal to such deduction to be paidby ARC to the Customer.
5.5 If the Customer fails to payARC pursuant to this condition 5,the Customer shall be liable to pay ARC’s reasonablecosts for recovery of the Price (includingwithout limitation legal and court costs)together with interest on the Price from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Bank of England accruingon a daily basis until payment is made,whether before or after any judgement.
5.6 ARC reserves the right towithdraw credit terms and any favourable trading agreements if payment terms and conditions are not met.
6. RISK & RETENTION OF TITLE
6.1 The Goods are at the risk ofARC, until delivery, whereupon riskshall transfer in full to the Customer.
6.2 Full legal and beneficialtitle and ownership of the Goods shallpass to the Customer once ARC has received in full(in cash or cleared funds) all sums due to itin respect of:
6.2.1 the Contract; and
6.2.2 all other sums which are, orwhich become due to ARC from the Customer under any other contract or account.
6.3 Until title and ownership ofthe Goods has passed to the Customer, the Customer shall:
6.3.1 hold the Goods on afiduciary basis as ARC’s bailee;
6.3.2 store the Goods (at no costto ARC) separately from all other goods of the Customer or any third party in sucha way that they remain readily identifiable as theproperty of ARC;
6.3.3 not destroy, deface orobscure any identifying mark or packaging on or relating to the Goods; and
6.3.4 maintain the Goods insatisfactory condition and keep them insured onARC’s behalf for their full Price against allrisks to the reasonable satisfaction of ARC. Onrequest the Customer shall produce the policy of insurance to ARC.
6.4 The Customer’s right topossession of the Goods shall terminate immediately if title and ownership of the Goodshas not already passed in accordance withcondition 6.2 and:
6.4.1 the Customer has abankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for therelief of insolvent debtors, or (being a bodycorporate) convenes a meeting of creditors(whether formal or informal), or enters intoliquidation (whether voluntary or compulsory)except a solvent voluntary liquidation for thepurpose only of reconstruction or amalgamationof the Customer; or
6.4.2 the Customer suffers orallows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observeor perform any of his/its obligations under anycontract between ARC and the Customer, or is unableto pay its debts within the meaning of section 123 ofthe Insolvency Act 1986 or the Customer ceases totrade; or
6.4.3 The Customer encumbers or in any way charges any of the Goods.
6.5 ARC shall be entitled torecover payment for the Goods notwithstanding that legal and beneficial ownership andtitle of any of the Goods has not passed fromARC.
6.6 The Customer grants ARC, itsagents and employees an irrevocable licence at any time to enter any premises wherethe Goods are or may be stored in order to inspectthem, or, where the Customer’s right topossession has terminated, to recover them.
7.1 Unless otherwise agreed inwriting, delivery of the Goods shallbe made to the address specified in theAcknowledgement of Order or Order Form.
7.2 Any dates specified by ARC fordelivery of the Goods are intended to be an estimate and time for delivery shall notbe made of the essence by notice. If no datesare so specified, delivery shall be within areasonable time. For Mainland UK StandardDelivery is within 4 working days from receipt of order. Additional charges will apply to overnight/next dayand timed deliveries. Where there is a delayof more than ½ hr on timed deliveries asurcharge may be applied.
7.2.1 Delivery charges forExtremities will vary and may be subjectto surcharges.
7.2.2 Where orders are cancelledbefore despatch there may be a 10% restocking fee.
7.2.3 Back orders will be sentwith the next qualifying order. IfCustomer’s require an item prior to this, there is anoption to pay carriage or make the order up tominimum carriage. We will endeavour to ensure Customers are not penalised forout of stock items, but reserve the right to charge for carriage.
Charges – Mainland UK Additionalcharges may apply to extremities.
7.3 If delivery is made at thepremises of ARC (ex works), the Customershall take delivery of the Goods within two (2) daysof ARC giving it notice that the Goods are ready for delivery.
7.4 If for any reason the Customerfails to accept delivery of any ofthe Goods when they are ready for delivery, or ARC isunable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
7.4.1 risk in theGoods shall pass to the Customer (includingfor loss or damage caused by ARC’s negligence);
7.4.2 the Goods shall be deemed tohave been delivered; and
7.4.3 ARC may store the Goodsuntil delivery, whereupon the Customershall be liable for all related costs and expenses(including, without limitation, storage and insurance).
7.5 If ARC is requested tore-deliver the Goods following a faileddelivery in accordance with condition 7.4, ARCreserves the right to make an additionalcharge for such re-delivery.
7.6 ARC may deliver the Goods byseparate instalments. Each separate instalment shall be a separate Contract and nocancellation or termination of any one Contractrelating to an instalment shall entitle theCustomer to repudiate or cancel any otherContract or instalment.
7.7 The Customer shall be requiredto notify ARC in writing of non delivery, any delivery shortages or damage toany part of the consignment within three (3) days of delivery. Any otherclaims must be made within five (5) working days. All claims should be sent to firstname.lastname@example.org. We do not collect fromthird party addresses.
8.1 ARC warrants that the Goodsshall on delivery be of satisfactory quality and reasonably fit for their intendedpurpose within the meaning of the Sale of Goods Act1979, for a limited period of three (3) monthsfrom the date of delivery.
8.2 ARC shall not be liable for abreach of any of the warranty incondition 8.1 unless:
8.2.1 the Customer gives ARCwritten notice of the breach within three (3) days of the date of: (i) delivery of theGoods if the breach was obvious; or (ii) the datewhich it ought reasonably to have discoveredthe breach, if was not obvious; and
8.2.2 ARC is given a reasonableopportunity after receiving such notice to examine the Goods, in which case the Customer (if asked to do so by ARC) shall return suchGoods to ARC's place of business (at ARC's cost) forthe examination to take place there.
8.3 ARC shall not be liable for abreach of any of the warranty in condition 8.1 if:
8.3.1 the Customer makes anyfurther use of the Goods after giving such notice; or
8.3.2 the defect arises because ofreasonable wear and tear, the Customer failed to follow ARC's oral or written instructions as to the storage, installation,commissioning, use or maintenance of the Goods or(if there are none) good trade practice; or
8.3.3 the Customer alters orrepairs the Goods without the written consent of ARC.
8.3.4 or where the customerdisposes of the goods without prior inspection by Arc
8.4 Subject to conditions 8.2 and8.3, if any of the Goods do not conform with the warranty in condition 8.1, ARC shall atits option repair or replace such Goods (orthe defective part) or refund the Price ofsuch Goods at the pro rata
Contract rate provided that, ifARC so requests, the Customer shall, at ARC's expense,return the Goods or the part of such Goods which is defective to ARC.
8.5 If ARC complies with condition8.4 it shall have no further liability for a breach of any of
the warranty under condition 8.1.
8.6 Any Goods replaced by ARCpursuant to this under conditions of 8.1
9. LIMITATION OF LIABILITY
9.1 The following provisions setout the entire financial liability ofARC (including any liability for the acts oromissions of its employees, agents and subcontractors) to the Customer in respectof:
9.1.1 any breach of these termsand conditions;
9.1.2 any use made or resale bythe Customer of any Goods, or of any product incorporating any of
9.1.3 any representation,statement or tortiousact or omission including
negligence arising under or in
connection with the Contract.
9.2 Nothing in these conditionsexcludes or limits the liability ofARC:
9.2.1 for death or personal injurycaused by ARC’s negligence;
9.2.2 under section 2(3), ConsumerProtection Act 1987; 9.2.3 for any matter which it would be illegal for ARC to exclude or attempt
to exclude its liability;
11.2.4 for fraud or fraudulentmisrepresentation.
9.3 Subject to condition 9.2 andcondition 9.3:
9.3.1 ARC’s total liability incontract, tort (includingnegligence or breach of statutory duty),misrepresentation, restitution or otherwise,arising in connection with the performance orcontemplated performance of the Contract shall be limited to a sum of money equal to 110% of the Price;
9.3.2 ARC shall not be liable forany direct, indirector consequential loss (all
three of which terms include, without limitation,pure economic loss, loss of profits, loss ofbusiness, depletion of goodwill and similarloss), costs, damages, charges or expenses.
9.4 The parties agree that thelimitation of liability in this condition9 is reasonable in all the circumstances, takingaccount of the availability of extra insuranceto cover any other reasonably foreseeableliabilities.
9.5 Except as otherwise providedfor under these terms and conditions, all other warranties, conditions and otherterms implied by statute or common law (savefor the conditions implied by section 12 ofthe Sale of Goods Act 1979) are, to the fullestextent permitted by premise law, excluded from the Contract.
10. UNFORESEEABLE DELAYS
10.1 ARC reserves the right todefer the performance of the Contract (without liability to the Customer) if it isprevented from or delayed in the carrying onof its business due to circumstances beyondthe reasonable control of ARC including,without limitation, acts of God, governmental actions,war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic,lock outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delaysaffecting carriers or inability or delay inobtaining supplies of adequate or suitablematerials.
11.1 No Goods are delivered onsale or return unless specificallyagreed in writing by ARC
11.2 ARC may assign the Contractor any part of it to any third party.The Customer shall not be entitled to assign theContract or any part of it without the priorwritten consent of ARC.
11.3 Each right or remedy of ARCunder the Contract is without prejudice to any other right or remedy of ARC whether underthe Contract or not.
11.4 If any provision of theContract is found by any court, tribunalor administrative body of competent jurisdiction tobe wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality,invalidity, voidness, voidability,unenforceability or unreasonableness be deemedseverable and the remaining provisions of the Contractand the remainder of such provision shall continue in full force and effect.
11.5 Failure or delay by ARC inenforcing or partially enforcing anyprovision of the Contract shall not be construed as awaiver of any of its rights under theContract.
11.6 Any waiver by ARC of anybreach of, or any default under, anyprovision of the Contract by the Customer shall notbe deemed a waiver of any subsequent breach ordefault and shall in no way affect the otherterms of the Contract.
11.7 The parties to the Contractdo not intend that any term of theContract shall be enforceable by virtue of theContracts (Rights of Third Parties) Act 1999by any person that is not a party to it.
11.8 The formation, existence,construction, performance, validityand all aspects of the Contract shall be governed byEnglish law and the parties submit to theexclusive jurisdiction of the English courts.
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