The following terms and conditions govern the supply of goods sold by ARCO SAFETY LIMITED, whose registered office is at Suite 3, One Earlsfort Centre, Lower Hatch Street, Dublin 2 ("Arco", "Our", "We") to the customer ("You", "Your", "Us"). By ordering goods from Our website www.arcosafety.ie, You agree to be bound by these terms and conditions. These conditions of sale ("the Conditions") shall apply to all orders placed by You and shall override any terms and conditions which You impose or seek to impose. "The Contract" means any contract made between the parties that incorporates these Conditions.
No terms or conditions endorsed on, delivered or contained in Your purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
Delivery of any goods following a quotation or estimate for supply made by Arco will be made only upon these Conditions. Any advertising We issue in any form are issued or published for the sole purpose of giving You an approximate idea of the goods and do not form part of the Contract; as such We accept no liability in respect of any errors or omissions in Our advertising or for any loss or damage you may incur from relying on Our advertising to the fullest extent permitted by law.
We may amend or modify any information on Our website including these Conditions at any time. If You continue to use Our website after such amendment or modification You may only do so on the terms that You acknowledge that it is Your responsibility to ascertain whether any such amendments or modifications have been made regardless of whether You have actually reviewed and expressly agreed to such amendment or modification. Continued use of this website by You will constitute Your acceptance of any amendment or modification.
All orders placed by You are subject to written acceptance by Arco confirming the availability of the goods you have ordered. We may choose not to accept Your order or purchase for any reason and will not be liable to You or to anyone else for non-acceptance. We will acknowledge receipt of Your order by e-mail or printable page on Our website without delay, however the Contract between Arco and You will only come into existence when You receive Our written acceptance of Your order or We act in any way consistent with fulfilling the order. Any variation must be approved by an authorised Arco employee and be in writing.
1.1 Our website is only intended for use by those resident in Ireland. These Conditions are only applicable in Ireland. For delivery outside Ireland please contact Our exports department.
1.2 You agree that:
- You are legally capable of entering into binding contracts;
- You are at least 18 years old;
- You are resident in Ireland;
- You are accessing Our website in Ireland.
2. Price and Payment Terms
2.1 The price of any goods will be as quoted on Our website from time to time except in cases of obvious error. We are under no obligation to provide the goods to You at the incorrect (lower) price even after We have sent You written acceptance if the error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing.
2.2 The prices of any goods are subject to VAT which You shall additionally be liable to pay to Us at the prevailing rate where applicable and exclude delivery costs unless stated otherwise.
2.3 Any quotation or estimate made by Us is valid for thirty (30) days from its date of issue and is subject to these Conditions.
2.4 Prices of goods are correct at the time of issue and are subject to change without prior notice unless We have sent You a written acceptance of Your order.
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2.6 If you are a trade customer You are responsible for all orders placed by Your employees and We are not bound by any individual order limit you may place on Your employees.
2.7 In the event You tender payment by cheque and the cheque is subsequently returned by Your bank unpaid, You will indemnify Arco in respect of all resulting bank changes We incur.
2.8 In the event of payment by credit or debit card which is subsequently rejected, We shall be entitle to charge You interest on the amount unpaid at the rate of 3% above the base rate of HSBC bank plc until payment is made in full and You will indemnify Us in respect of all costs We incur in recovering payment including the cost of instructing solicitors.
2.9 The format of Our invoices shall be dictated by Arco.
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3.1 Time of delivery shall not be made of the essence by notice.
3.2 Arco reserves the right to deliver in instalments and failure to delivery one instalment will not entitle You to cancel the contract.
3.3 Claims for shortages or damaged goods must be made to Us within 3 days of receipt of the goods. Claims for non-delivery must be made to Us within 10 days of the delivery date. The quantity of any consignment of goods recorded by Arco upon dispatch from Arco's place of business shall be conclusive evidence of the quantity received by You unless You can provide conclusive evidence to the contrary.
3.4 A valid signature may be required on delivery.
4. Risk and Title
4.1 The goods will be at Your risk from the time of delivery.
4.2 If You do not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered and risk shall pass to You (including for loss or damage caused by Arco's negligence) and Arco may:
- store the goods until delivery takes place, and charge You for all related costs and expenses (including without limitation, storage and insurance); or
- sell the goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge You for any shortfall below the Contract price.
4.3 Without prejudice to any other right or remedy available to us, if you are in breach of the payment terms Arco shall be entitled to:
- cancel the Contract;
- suspend any further deliveries; or
- terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action but, for the avoidance of doubt Arco shall inform You in writing before taking any or all of the three courses of action detailed in this condition 4.
5. Retention of Title
5.1 Ownership (or title) of the goods will only pass to You when We have received full payment in cleared sums in respect of all orders you have placed for goods, including delivery charges.
5.2 Until title to the goods passes, You shall hold the goods on a fiduciary basis as Arco's bailee and shall keep them properly protected, insured, clearly identified and stored separately from any other goods (whether or not supplied by Arco). You shall:
- not be entitled to use the goods
- safely hold the goods for Us
- return the goods immediately to Us if We request You to do so
- be liable to Us for any loss, damage or destruction of the goods.
5.3 You shall not destroy any identifying mark on the goods or packaging of the goods. You shall notify Arco immediately if you become subject to any of the events listed in condition 11. You may resell or use the goods in the ordinary course of business. If before title passes to You, You become subject to any of the events listed in condition 11 or Arco reasonably believes such event is about to happen and notifies You accordingly then provided the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy Arco may have, Arco may at any time require You to deliver up the goods. You grant Us an irrevocable licence to enter, with or without vehicles, any of Your premises (or the premises of any third party where the goods are stored) for the purposes of inspecting or repossessing the goods.
6. Cancellation and Returns
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We make no sale by sample.
8. Our Liability
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8.2 You and the user if different, through your own analysis and testing are solely responsible for making the final selection of goods and assuring that all performance, endurance, maintenance, safety and warning requirements are met.
8.3 Adequate testing in actual service conditions must be carried out by You and/or user to establish suitability for end use. If We suggest products for an application based on data, drawings, designs, diagrams, specifications or other information provided by You or the user, You and the user are responsible for determining that the information is suitable for use of the product in the application.
8.4 We are not responsible for the installation and/or operation of any goods supplied.
8.4 Submission of an order for production of a product following receipt of a prototype (including a mock-up of a specification provided by You) is:
- Your acceptance of the prototype as meeting all of Your requirements as set out in the information supplied by You; and
- Your acceptance of the goods based on the prototype, provided the products are manufactured with Our standard tolerances.
9. Safety and Product Recalls
9.1 You shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and, where applicable, You shall refer your employees and your customers to such instructions and guidelines.
9.2 You shall satisfy Yourself that the persons responsible for storage and use of any of the goods supplied by Arco have all the information required on health and safety and Arco shall not be liable to You in any civil proceedings brought by You against Arco in respect of a breach of the user instruction or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion is permissible by law.
9.3 The information We supply to You with the goods will necessarily be of a technical nature and if You are in any doubt about the interpretation of this information You should contact your nearest Arco centre. Details are available on Our website. For the avoidance of doubt this does not absolve You of Your responsibilities under the above.
9.4 You shall keep Arco properly informed of all complaints concerning the goods and shall co-operate fully and promptly with any steps taken by Arco in accordance with the below.
9.5 Arco may at its discretion recall any goods already sold to You (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by Arco) and/or issue any written or other notification to You about the manner of use of any goods already sold by Arco to You. You agree to give all reasonable assistance to Arco or the manufacturer in resisting any claim which may arise under any recall of product by Arco or the manufacturer of such product.
10. Events Outside Our Control
10.1 Arco reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of goods ordered by You (without liability to You) if Arco is prevented from or delayed in carrying on its business due to circumstances outside Our reasonable control ("Force Majeure Event").
10.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Our reasonable control and includes in particular (without limitation) accidents, extreme weather conditions, disease or epi/pandemic, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, mechanical failures, acts of God, terrorist attack or threat of terrorist attack, war or threat of war or preparation for war, civil commotion, riots, strikes, lockouts and other industrial disputes, the acts, decrees, legislation, regulation or restrictions of any government, and imposition or restrictions of imports and exports.
10.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will use Our commercially reasonable efforts to bring the Force Majeure Event to a close or find a solution by which Our obligations under the Contract may be performed despite the Force Majeure Event. If the event in question continues for a continuous period in excess of 180 days, You shall be entitled to give notice in writing to Arco to terminate the Contract.
11.1 Arco may suspend further supply or delivery as We think fit (without prejudice to any other rights or remedies it may have against You) or cancel delivery of the goods or stop any goods in transit or by notice in writing to You terminate the Contract without further liability to You:
- if You are in breach of an obligation hereunder which is incapable of remedy;
- You fail to remedy a breach which is capable of remedy or persists in any breach of any of Your obligations under the Contract after having been requested in writing by Arco to remedy or desist from such breach within a period of 14 days;
- if any distress, execution or diligence is levied upon any of Your goods or property and is not paid out within 7 days of it being levied;
- You (being a partnership) or Your partner offers to make any arrangements with or for the benefit of Your creditors or Your partner generally or there is presented in relation to You or Your partner, a petition of bankruptcy;
- You (being an individual) present a petition for bankruptcy or have a petition for bankruptcy presented and/or granted;
- You suspend or threaten to suspend payment of Your debts as they fall due or admit inability to pay Your debts or (being a limited company) are deemed unable to pay Your debts within the meaning of section 570 of the Companies Act 2014 or You call a meeting for the purpose of passing a resolution to wind up Your company or such a resolution is passed or You present or have presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of Your business, undertaking, property or assets;
- Your financial position deteriorates to such an extent that in Arco's opinion, Your capability to fulfil Your obligations has been placed in jeopardy;
- You cease or threaten to cease, to carry on business; or
- a secured lender to You takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security.
11.2 Notwithstanding any such termination or suspension in accordance with the above, You shall pay Arco at the Contract rates all payments subsisting at the time of termination or suspension.
11.3 Arco reserves the right to terminate its Contract with You at its sole discretion. We may use our reasonable endeavours to make alternative product available to You or fully refund any payments which may have been made by You.
12. Information On This Website
12.1 Arco has made every effort to ensure that details and information given in both Our printed and online publications are accurate at the date of issue but Arco gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, Arco's policy is one of continuous improvement and the right is reserved to alter details and information at any time. Accordingly You should check any details and information You wish to rely on with Arco at the time of purchase. Arco accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance on Our publications.
12.2 The images of the goods (and/or packaging) on our online publications and in our catalogue are for illustrative purposes only. Although We have made every effort to display the colours and/or surface finish accurately, we cannot guarantee the colours and/or surface finish accurately represents the actual product. Your product may vary slightly from those images.
12.3 Representations about the goods, directions for their use or marketing claims that can be made about the goods are made in good faith, but Arco shall not be liable for such representations. Any samples, drawings, descriptive matter or advertising issued by Us (and where any specification is to be agreed) contained on our online publications are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract or have any contractual force.
12.4 Any goods shown in Our printed and online publications do not represent endorsement by Arco of any other products, services or organisations and shall not form part of the Contract.
12.5 The colour reproductions of the garments featured in both Our printed and online publications are as accurate as the printing or electronic process will allow.
13. Hose and Ducting
13.1 Any drawings, specifications, weights and dimensions are approximate due to the applicable tolerance levels which are determined by each individual item and its associated standard unless otherwise stated and We shall not be liable for any losses sustained to You caused by reliance on the same. We make no sale by sample.
13.2 If We are making the product to measurements You have given to Us, You are responsible for ensuring those measurements are correct.
13.3 Our manufacturing tolerances are +/- 5mm or +/- 5% on all dimensions (whichever is greater). Variances to these tolerances must be agreed in writing before any order is placed. Our material tolerances are +/- 1mm or +/- 5% on all dimensions (whichever is greater). Variances to these tolerances must be agreed in writing before any order is placed.
13.4 In order to meet specific product characteristics or products they must be communicated to Us in writing to Us prior to accepting your order. To the extent that the goods are to be manufactured or modified in accordance with a specification supplied by You, You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us in connection with any claim or actual infringement of a third party's intellectual property rights arising out of or in connection with our use of the specification provided by You. This clause 13.4 shall survive termination of the Contract.
14. Written Communication and Notices
14.1 All notices given by You to Us must be given to Arco at Arco Safety Limited Suite 3, One Earlsfort Centre, Lower Hatch Street, Dublin 2 We may give notice to You at either the e-mail (specified e-mail address of the addressee) or postal address You provide to Us when placing an order. Notice will be deemed received and properly served immediately when posted on Our website, 24 hours after an e-mail is sent or three days after the date of posting of any letter (such letter must be properly addressed, stamped and placed in the post).
14.2 You agree that electronic means of communication shall comply with any legal requirement that such communication be in writing.
15.1 Every right or remedy of Arco under the Contract is without prejudice to any other right or remedy of Arco whether under the Contract or not.
15.2 Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract.
15.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.4 Failure or delay by Arco in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
15.5 Any waiver by Arco of any breach of, or any default under, any provision of the Contract by You will not be deemed a waiver of any subsequent breach of waiver and will in no way affect the other terms of the Contract.
15.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by and construed in accordance with the laws of Ireland and the parties submit to the exclusive jurisdiction of the courts of Ireland.
15.8 The contract between You and Arco is binding on You and Arco and on Arco's respective successors and assignors. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of Your rights or obligations arising under it without Our prior written consent. Arco may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of Our rights or obligations arising under it, at any time during the term of the Contract.
15.9 You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. You agree that You shall have no claim for innocent or negligent misrepresentations based on any statement in these Conditions or Arco's printed and/or online publications.
15.10 These Conditions and any document expressly referred to in them represent the entire agreement between the parties in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. The parties acknowledge that, in entering into a Contract, neither party has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between Us prior to such Contract except as expressly stated in these Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Conditions.
16. Compliance With Laws and Data Protection
16.1 In performing its obligations under these Conditions, each party shall comply with all applicable laws, statutes and regulations from time to time in force, including but not limited to the Criminal Law (Human Trafficking) Act 2008 (as amended), the Criminal Justice (Corruption Offences) Act 2018, the General Data Protection Regulation (EU) 2016/679 and the Data Protection Act 2018.
16.3 Arco may monitor and record telephone calls for the following purposes:
- quality control; and
- to confirm instructions.
Any services which are subject to a separate fee and are to be performed by Arco under the Contract are performed in accordance with Arco's terms and conditions of service. A copy of the terms and conditions of services are available on request.
18. Distance Selling Regulations
- We are obliged by law to provide You, prior to the date of acceptance of Your order by Us, with certain information in relation to the Contract and Your rights under it.
- This information appears throughout these Conditions, on our website and in the paperwork We send You.
19. All Rights Reserved
No part of any Arco publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder application for which should be addressed to the publisher.
ARCO SAFETY LIMITED
One Earlsfort Centre
Lower Hatch Street