1.1     The definitions in this Article apply in these General Conditions:

Agreement:  means the Client’s acceptance of the Company’s proposal for a provision of Services, or any instruction or request for Services by a Client and subsequent acceptance by the Company for performance of Services by the Company for the Client

Company: means the Arrow Industrial Group Limited registered in the United Kingdom under number 04410202, whose registered office is at 1 Park Mill Way, Clayton West, Huddersfield HD8 9XJ

Client: the person, firm, company, partnership, association, agency or authority that purchases Services from the Company and as identified in the applicable instructions.

Services: the services to be provided by the Company to the Client under the Agreement and as set out in the applicable order or in other instruction from the Client to the extent that they are agreed by the Company and incorporated into the Agreement.

1.2     The Agreement constitutes the whole agreement between the Client and Company and supersedes all previous agreements and communications between the Client and Company relating to the performance of the Services by the Company. No other terms and conditions attached to, enclosed with or referred to in any order or other document shall govern the Agreement.


2.1     The Company shall, with reasonable care, skill and diligence provide the Services to the Client, in accordance with:

2.1.1  the specific requirements as set out in the Agreement; and

2.1.2  such methods as the Company shall deem suitable having regard to professional industry standards, directives and applicable law.

2.2     The Company shall endeavour to provide the Services in accordance with any agreed dates but for the avoidance of doubt such dates shall be estimates only.

2.3     The Company performs inspections, planned preventative maintenance, callouts and repairs as agreed by the parties, with independence, impartiality and objectivity.


3.1     The Client shall:

3.1.1  co-operate with the Company in all matters relating to the Services being provided;

3.1.2  the Client shall provide reasonable access to its premises for the sole purpose of delivery of its obligations related to Service under this agreement . The Company agrees to comply with all of Client’s security procedures with respect to any employee or agent requiring access to Client premises. The Company shall comply with all instructions given by Client employees or security personnel, and any other access or other restrictions that may be imposed upon it by Client providing such instructions do not impact the material delivery of the Services and safe working procedures as set out in the Company’s working methods.

3.1.3  provide the Company, its agents, subcontractors and representatives with all necessary access equipment where agreed, such equipment is to be in good working order, for provision of the Services;

3.1.4  take all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the Services.

3.2     If the Company’s performance of its obligations under the Agreement is prevented or delayed by any act, omission, default or negligence of the Client, its agents, subcontractors, consultants or employees, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.


4.1     The price of the goods and/or services shall be the Company’s quoted price, where a quote is valid for 30 days only from production by the Company. Any acceptance order by the Client within the 30 days period will be subject to final review of costs to ensure there has been no increase in material, labour or associated costs for the delivery of the order.

4.2     The price of the services or goods offered will be exclusive of any value added tax, and all / any costs or charges in relation to additional works required to complete the original scope. The client will be made aware of any such costs to be added to the final price as soon as practicable.

4.3     The Client shall pay each valid invoice submitted to it by the Company, in full and in cleared funds, within thirty (30) days of the date of the invoice.

4.4     Without prejudice If the Client fails to pay the Company on the due date, the Company may charge interest on such sum from the due date for payment at the daily rate of 1.5% above the Bank of England base rate until payment is made in full of any such outstanding sums.

4.5     The Client shall not have a right of set off or retention.  Any objections to invoices must be raised within 30 days of receipt of invoice and no objection may be raised thereafter.

4.6     In the event that the Client does not comply with its obligations for payment, the Company reserves the right to suspend provision of Services until such time as the outstanding payment is received in full or agreement is made with between the Company and Client to resolve the issue.

4.7     In the event of a change of law or of policy which acts to increase the cost to the Company of delivering the Services, the parties agree that the fees for the Services may be increased to reflect these increases in costs.  The Company will provide such evidence of increases as is reasonably practicable.

4.8     Any postponement or cancellation of Services by the Client, including site visits shall be subject to no less than 2 working day advance notice.  Any failure to provide such notice will result in a charge for any planned labour, materials and other costs incurred as appropriate. Should any Service be cancelled or postponed prior to the 2 day notice period, the company reserves the right to charge the Client any abortive costs incurred by the Company for materials, plant or Sub Contractors.

4.9     The Company shall be entitled to increase its fees annually as specified in written notice to the Client.  Where fixed fees have been agreed in writing for a period, the first such annual increase shall be upon expiry of period for which fees are agreed to be fixed and annually thereafter.


5.1     Notwithstanding any other provision of the Agreement, neither party shall be liable to the other party for indirect, incidental or consequential losses or damages (including, without limitation, punitive and exemplary damages, loss of earnings, loss of production, loss of value or decrease in earnings from any goods or property, including, without limitation, loss of use, loss of financial advantage, business interruption or downtime).

5.2     The Company shall only be liable for loss or damage caused as a result of negligence and shall be limited to the sum equivalent to the amount of fees paid or payable to the Company by the Client in respect of the Services in this Agreement

5.3     The Client shall indemnify the Company and hold them harmless against, all claims made by third parties for loss, damage or expense of whatever nature relating to the performance, purported performance or non-performance of any Service, to the extent that the aggregate of such claims for any one Service exceeds the limitation of liability as set out in 5.2.

5.4     Without prejudice to 5.1 and 5.2, the Company shall not be liable to the Client for and the Client shall be precluded from bringing any claim for losses, unless notice of such claim is received by the Company before twelve (12) months after the date of performance by the Company of the Services which give rise to the claim.

5.5     Nothing in this Agreement limits or excludes the liability of either party:

5.5.1  for death or personal injury resulting from the negligence of that party; or

5.5.2  for any damage or liability incurred as a result of fraud, fraudulent misrepresentation or fraudulent concealment by that party; or

5.5.3  for any other loss which by law cannot be excluded or limited.


6.1     Neither the Company or Client shall be held liable for failure or delay in the performance of its obligations under this Agreement, if such performance is delayed or hindered by the occurrence of an unforeseeable act or event which is beyond the reasonable control of either party (“Force Majeure Events”).

6.2     Acts or events constituting Force Majeure Events shall include, but not limited to Act of God, government intervention, war, terrorism, riot, strike, directives or policies.

6.3     The party affected by a Force Majeure Event shall notify the other as soon as soon as reasonably practicable after commencement of a Force Majeure Event.


7.1     Both parties undertake that they, their employees or any person acting on their behalf shall comply with all applicable laws and regulations, including all applicable national, state, and local privacy laws or regulations and in particular the EU General Data Protection Regulation 2016/679 of 27 April 2016.


8.1     The Company may at its sole discretion assign or transfer its rights and obligations related to the delivery of these Services in a portion to an affiliate, agent or subcontractor without prior notice to the client. The Client shall not assign or transfer any of its rights or obligations under this agreement without prior written approval of the Company.


9.1     To the fullest extent permitted by law and except as expressly provided for in the Agreement, a person who is not a party to the Agreement shall not have any rights under or in connection with the Agreement.

9.2     The Company may terminate the Agreement at any time and for any reason, without incurring any liability to the Client, by giving not less than 30 (thirty) days’ written notice to the Client.


10.1   This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of England & Wales. Each Party irrevocably agrees that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.