1 ARC Standard Terms and Conditions
All orders for PRODUCTS or SERVICES of ARC shall be subject to these Conditions of Sale. No modifications or other conditions for these products or services will be recognized by ARC unless specifically agreed to in writing by an Officer of ARC. Failure of ARC to object to provisions contained in any order or other communications from BUYER shall not be construed as a waiver of these conditions nor an acceptance of any such provisions.
1.2 Payment Terms
Payment Terms shall be as shown on the ARC quotation.
Any payments due hereunder shall be made in U.S. currency. Any ARC Technology Solutions invoice shall be paid in the amount invoiced without deduction of any kind. Any amounts not paid when due shall be considered past due.
1.3 Late Payment
A late payment charge of 1.5% per month shall be added to overdue balance, not paid by the invoice due date. Customer also agrees to pay ARC all reasonable costs and expenses for collecting any amounts that are past due, including, but not limited to, reasonable attorney’s fees.
1.4 Taxes, Duties, Import/Export & Other Fees
All fees charged by ARC hereunder are exclusive of taxes, duties, import/export fees and any other fees. Customer shall pay all taxes whether currently or hereafter applicable to, assessed upon or arising out of the transactions and relationships contemplated by these ARC Terms, including without limitation occupation, property, excise, withholding, sales, ad valorem, use or VAT taxes imposed upon Customer. In addition, Customer shall pay all duties and import/export and other fees applicable to, assessed upon or arising out of the transactions and relationships contemplated by these ARC Terms.
In the event of cancellation of any part of the project purchase order within 12-months, the customer shall agree pay a net margin of 35% on all burdened costs incurred by ARC Technology Solutions, due to the halting or stopping work on this order. Such costs will include, but are not limited to: all costs incurred for work in process for the customer and its suppliers, overhead, administrative costs associated with work stoppage, continuing lease costs, and reasonable termination costs for personnel, etc. Cancellation of any part of the contract exceeding 12-months is subject to a minimum of a 15% re-stocking fee on the open purchase order balance.
Delivery shall be FOB ARC’s plant and possession of all items ordered hereunder shall be deemed to pass to BUYER upon delivery to the carrier at point of shipment, whether or not the equipment is to be installed by, or under supervision of, ARC. At BUYER’s option, ARC will pre-pay freight costs and bill to BUYER. In all cases, possession of all items ordered hereunder shall be deemed to pass to BUYER upon delivery to the carrier at point of shipment and BUYER shall assume all risks of loss upon delivery to the carrier at point of shipment, and at the option of BUYER shall assume full responsibility for negotiating with the carrier or insurer or both in the event of mis-delivery, loss, or damage, regardless of the fact that insurance may have been secured by ARC.
In the event that BUYER supplies shipping arrangements, be it choice and scheduling of carrier or the request to use custom packing materials, such as custom corrugation, shipping containers, crates and the like, BUYER shall assume all responsibility for the integrity and safety of shipping and shall not hold ARC liable for any losses or damages that arise from the use of these supplied arrangements. Titles to all items remain with ARC for security purposes as conditional vendor until the insurance price thereof has been paid in full. All items shall be examined by the BUYER promptly upon receipt thereof, and the BUYER shall notify ARC in writing as to any shortages within seven(7) days after such receipt. Shortage claims made after such a period will not be considered by ARC.
1.7 Engineering Changes
Any customer request for change(s) in scope from the purchase order or Design Specification must be made in writing. The cost and delivery impact will be evaluated and provided to the customer for approval as quickly as possible. If approved by the customer, the change(s) will be implemented upon receipt of a formal change to the existing purchase order or upon receipt of a supplementary purchase order. Any instruction given by the customer and construed by ARC Technology Solutions to be a design, engineering or design specification change will be conveyed to the customer in writing, as soon as it is recognized by ARC Technology Solutions, LLC. There will be no verbal agreements for engineering or design changes.
1.8 Out of Scope
If an out of scope requirement is requested by the customer which may result in a delay to the original scope and delivery of the project, ARC shall invoice for all material and labor expended at the original project delivery date. The out of scope material and/or labor will be invoiced and governed by the agreed upon terms with the Customer.
Customers under this Agreement will indemnify ARC Technology Solutions and save it harmless from any damages, costs or losses that ARC Technology Solutions may suffer as a result of suits, actions, causes of actions, judgments, including reasonable attorney’s fees and causes arising out of the services performed, equipment delivered or materials prepared by ARC Technology Solutions in conjunction with this proposal.
1.10 Controlling Document
In the event of a conflict between the terms of a Purchase Order (PO) and this Proposal, the terms of this Proposal shall prevail, unless a specific provision in the applicable PO states that it over-rides a provision listed in this Proposal.
1.11 License to ARC
Customer acknowledges that, in developing the Custom Software for Customer under this Agreement, ARC may use certain software routines, routines, components, and/or tools which ARC has developed for its own internal use or for other customers. Customer hereby grants to ARC an irrevocable, worldwide, royalty-free license to use such software, routines, components, and/or tools of the Custom Software developed under this Agreement either internally, or as a part of software developed by ARC for other customers.
ARC warrants that equipment sold by it shall be free of defects of material and workmanship under normal use and service and guarantees replacement of all parts at no charge to the BUYER for a period of one (1) year from date of delivery.
If any component parts of the equipment delivered become defective by reason of material or workmanship and the BUYER immediately notifies ARC of such defect, ARC may elect to supply a replacement part to the BUYER or to repair the defective part at ARC ’s plant. Transportation charges for returned parts will be borne by the BUYER, unless waived by ARC.
This warranty does not extend to:
- Equipment, which has been repaired by personnel other than, those employed by ARC, unless the BUYER has properly maintained and repaired the equipment in accordance with procedures previously approved in writing.
- Equipment, which has been altered by personnel other than, those employed by ARC, unless such alterations have been approved in writing by ARC and have been properly performed in accordance with such approval.
- Equipment, which has been subjected to misuse, neglect, accident or improper installations.
1.13 Limitation of Liability
Neither ARC Technology Solutions nor its Suppliers shall be liable to You or any Third Party for any indirect, special, incidental, punitive, cover or consequential damages (including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the product or service supplied under this agreement and based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if ARC or it representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.
If awarded to ARC it is expressly agreed that neither ARC nor the Customer will, directly or indirectly, solicit for hire any employee(s) of the other Party who is/are associated with efforts described in this proposal for a period of two (2) years from the date of completion. Notwithstanding the foregoing, any rights of either Party granted by law shall not be limited, restricted or encumbered nor shall either Party be restricted from hiring individuals who respond to general advertisements or make independent inquiries for employment.
1.15 Applicable Law
These terms and conditions of sale shall be construed and interpreted in accordance with the laws of the State of New Hampshire.