General Terms & Conditions
These Arrow wood General Terms and Conditions (hereafter named “Conditions”) are effective from 01.01.2012 until further notice.
1.0 Conditions
The following are the only terms on which Arrow Wood is willing to sell Products and/or Services and by ordering the Products and/or Services from Arrow Wood or taking delivery of them, the Buyer agrees that the following terms shall apply to the exclusion of his own terms (if any). No employee or agent of Arrow Wood (other than Directors) has authority to agree to the sale of Products and/or Services on any other terms, or to amend, vary or waive these terms, and the Directors have authority to do so only if two of them are in agreement and it is confirmed in writing.
2.0 This document
This document forms part of an Agreement between Arrow Wood and you, the Buyer. These Conditions, together with the “General Guide for Wood Flooring”, “Humidity & Temperature”, “Installation”, “Maintenance”, “Sub-Floors”, “Under-Floor Heating”, “Copyright”, “Privacy Policy”, “Use of Website”, “Limited Warranty” & “Guarantee Certificate”, are applicable to the Products and/or Services that Buyer wish to buy and form the whole of Arrow Wood’s Agreement with the Buyer. Some parts of this Agreement apply to all of our Buyers.
3.0 Definitions Buyer
Business User: Legal entity or person who buys or agrees to buy Products and/or Services from Arrow Wood other than for private use Agreement: Legal obligation between Arrow Wood and Buyer. Order: Request by Buyer to purchase Product and/or Services from Arrow Wood. Sales Order: Written acceptance by Arrow Wood of Buyer’s Order. Price: The total charge for Products and/or Services payable by Buyer to Arrow Wood.
4.0 Fit for Purpose
Arrow Wood gives no warranty that the Products and/or Services are fit or suitable for the Buyer’s or any particular purpose or use. The Buyer warrants that he has satisfied himself that the Products and/or Services will be fit for every purpose or use which he requires of them and that he does not rely on any skill or judgement of Arrowwood in that regard.
5.0 Installation
Before starting any installation, our instructions must be followed carefully but they are at best only guidelines and do not replace official rules, building regulations and/or instructions by architects, designers, engineers, fitters/installers, builders or contractors. Buyer and/or Buyer’s architect, designer, engineer, fitters/installer, builder or contractor defines the intended usage and where considerations such as the following are taken into account: • structural capability calculated by a structural engineer; • load-bearings which are affected by the kind of traffic the floor is to withstand; • the site conditions under which conditions the floor will be used. If any decision is taken to overrule any of our recommendations then this is exclusively the responsibility of the decision taker and no warranty whatsoever can be granted from our part.
6.0 Quotations and Orders
Arrow wood quotations are valid only if in writing and for 10 days after the quotation date, unless otherwise stated in the quotation. All Orders for Product and/or Services shall be regarded as an offer by Buyer to purchase Products and/or Services under the terms of this agreement.
7.0 Order Acceptance
Arrow Wood accepts Buyer’s offer to purchase under this Agreement by written acknowledgement (Sales Order) which is an integration of and the final and entire agreement between the parties, superseding and merging all prior communication except these “General Terms & Conditions”. Such agreement may only be modified by either party upon written consent of the other.
8.0 Price and Payment General
The Price that Buyer has to pay will be shown on Arrow Wood’s Sales Order and Invoices. In the event of any mistake, including on our website, being it a wrong price, a wrong description or a wrong charge, Arrow Wood reserves the right to within 48 hours to cancel any Order placed by the Buyer. In the event of any change in export / import duty, charges or taxes, affecting this Agreement, Arrow Wood has the right to renegotiate such variations and in the absence of agreement, to cancel any undelivered balance of the Sales Order. Sales Orders which include marine and war insurance premiums, import duties and any other government duties or charges are calculated on the basis of current premiums, duties and charges. Any subsequent change therein is to be for Buyer’s account. In case of delayed payment and/or non-payment of Arrow Wood’s Invoice, Arrow Wood may charge Buyer interest calculated at three percentage points over Arrow Wood’s bank base rate for the currency of the invoice, from the date of the invoice until the date funds are received into Arrow Wood’s bank account.
Business Users: Payment shall be made 50% by ordering Products and/or Services and 50% by finishing the product before transport. Business Users may not pay per credit terms. Arrow Wood may suspend delivery of Product and/or Services until full payment is received. The time of payment shall be of the essence. The Buyer may not withhold or set off payment for Products and/or Services delivered against accounts on other Sales Orders. Arrow Wood may supply Products and/or Services by more than one consignment and invoice each separately, in which case each such consignment shall be deemed to be a separate Sales Order subject to these “Conditions” and Buyer shall pay Arrow Wood the amount payable under the invoice for each consignment notwithstanding any rights which Buyer claim against Arrow Wood in respect of any other consignment.
9.0 Time of Delivery
The delivery date as specified by Arrow Wood, either on the delivery note or invoice or otherwise, shall be treated as an estimate only, based on Arrow Wood’s best judgement at the time. Arrow Wood will use his best endeavours to deliver by that time but gives no other undertaking as to the time of delivery.
10.0 Place of Delivery
The Products and/or Services shall be delivered to the Buyer at the place of delivery recorded on the Sales Order – and if no address is recorded there, at the premises of Arrow Wood.
11.0 Acceptance
The Buyer shall inspect and test the Products and/or Services immediately upon the day of delivery. The Buyer shall immediately give notice to Arrow Wood of any respect in which he alleges that the Products and/or Services are not in accordance with the Sales Order. If the Buyer shall not have given such notice within that time the Products and/or Services shall be deemed to be in every respect in accordance with the Sales Order.
12.0 Return of Products and Funds.
All products are non-returnable and not-refundable.
13.0 Liability and Limitations
This clause shall apply to all claims by the Buyer against Arrow Wood irrespective of whether such claims arise in contract or in tort and whether or not Arrow Wood was negligent. Except as expressly provided herein, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of Products is given or assumed by Arrow Wood and all such warranties are hereby excluded. Should any product of Arrow Wood be found not to conform to the Sales Order, pursuant to Clause 4 above, Buyer must afford Arrow Wood a reasonable opportunity to inspect the product in unaltered condition and evaluate the claim in accordance with procedures customary in the industry. Arrow Wood will fulfil its legal obligations, at its election, to either repair and/or to replace products and/or make a fair allowance therefore. These obligations are dependent upon proper use of Products and do not cover any parts of Products which have been modified or repaired. By repai and/or replace Arrow Wood cannot guarantee that any future replacement product will be exactly the same quality, dimension, construction or finish. Arrow Wood promise to endeavour, within reasonable means, to supply a quality, dimension, construction and a finish as close to the original as possible. Arrow Wood guarantee that the species will be the same as originally purchased (subject no legal restrictions have been implemented in the interim and/or species readily available). Arrow Wood does not cover any labour, equipment or accessories required and/or involved to remove any defective Products and/or to dispose of any defective Products and/or to re-install any replacement Products. Arrow Wood owns any Product or parts that are removed during repair and/or replacement. Arrow Wood may require Business user to return removed parts to Arrow Wood for reconditioning, analysis or for environmental reasons. Without prejudice to the generality of the foregoing, Arrow Wood:
- shall not be liable for consequential indirect or incidental damages. from loss of profits, loss of user, loss of revenue, loss of hire or rental in respect of the Products and/or Services or any other Products and/or Services, nor for damages arising from compensation payable by the Buyer to any other person or Corporation whatsoever, and
- shall not be liable for any damages exceeding the purchase price of the Products and/or Services.
14.0 Assignment & Subcontracting
Arrow Wood may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part and provided that the assignment, subcontract or transfer occurs without negative affect Buyer may do so only with Arrow Wood’s written consent.
15.0 Waiver and Invalidity
The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of these Conditions by the other party shall not be deemed a waiver of that term, covenant or condition nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. If any provision in these Conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in force without being impaired or invalidated in any way.
16.0 Non-Compliance
In the case of non-compliance by Buyer with any of the terms of the Agreement, Arrow Wood shall have the right of immediate resale after 7 days of notice in writing has been given. Any losses incurred shall be for Buyer’s account. Either party may terminate if the other becomes insolvent or bankrupt or is unable to pay debts as they fall due. This provision shall not relieve Arrow wood of an obligation to complete the delivery of any Product and/or Service that has been ordered and fully paid for by a Buyer prior to that Buyer becoming insolvent or bankrupt.
17.0 Dispute
Should any dispute arise with respect to the Products and/or Services connected with this Agreement, Buyer shall nevertheless take delivery of the Products and/or Services, if and as delivered, and make due payment as herein agreed. Such acceptances and payments, however, shall be without prejudice. Any disputes will/can be brought to the provincial Court in Prachuab Khirikhan Thailand.
18.0 Force Majeure
Arrow Wood will not be held responsible for the non-execution or delay of any Sales Order by reason of war, fire, floods, strikes, lock-outs, non-fulfilment of freight booking or any other cause or causes beyond their control. If the Force Majeure event lasts longer than 60 days then Arrow Wood shall have the right to terminate the Agreement by providing notice in writing to the Buyer and returning all sums paid by the Buyer under this Agreement. No compensation to the Buyer will then be due in these circumstances.
19.0 Governing Law and Jurisdiction
All agreements and subsequent amendments to these general terms shall be interpreted, governed by and construed in accordance with Thailand Law. Arrow Wood may, at its option, bring suit against the Buyer in any court of competent jurisdiction and the Buyer hereby agrees to abide by the jurisdiction nominated by Arrow Wood. Judgement may be entered in any court having competent jurisdiction, or application may be made to such court nominated by Arrow Wood for judicial acceptance of any judgement entered.
20.0 Contact Arrow Wood
If you would like to contact us, or have questions or suggestions regarding our General Terms & Conditions, please write, or e-mail us at the following address: 4M13 Huana Saingang Rd, Tambol Tabtai, Hua Hin, Prachuabkirikhan 77110 Thailand | info@arrow-wood.com
