Just so we’re clear

These are the terms and conditions on which Arch Outdoor Ltd supplies pergola products (“Products” or “Goods”) to you the customer (“Customer").

All our sales and deliveries to you (referred to in this document as either ‘you’ or ‘the customer’) are exclusively governed by the following general terms and conditions, to the exclusion of our purchase conditions from our own Supplier(s) even where these are communicated to you (except where explicitly referred to herein). Deviations from our general terms and conditions are only valid if they have been explicitly stipulated and agreed between us in writing. These General Terms and Conditions are part of our Contract with you (“Contract” or “Agreement”).

1. The images of our Product on our website and/or other marketing material or online are for illustration purposes only and do not form part of our contractual agreement with you as a customer in any respect, including all images and colours.

2. All our offers and quotations are entirely without obligation, as are our communications regarding the technical characteristics of our Products, as are our estimated delivery times, which we can only give based on expected normal circumstances. The customer can never derive from any of the above the right to refuse to take delivery of the Goods or to suspend his/her/its payment obligations and is also not entitled to dissolve the Agreement with us.

3. Our acceptance of your order will take place after we have carried out a survey of the installation site and we tell you that we are able to supply and install the Product and the agreed price (“Order”). We will provide you with a written Confirmation of Order, with an Order number, which is an offer to you of a binding Contract between us. This contract will only come into force when you make the first payment to us due under the Confirmation of Order. We are only bound by the Confirmation of Order issued by us. Orders taken by our representative, appointee or employee are not valid until we issue the written Confirmation of Order and we receive your first payment. Any request to cancel the Order must be made by registered post and is only valid if we follow with a written acceptance of same.

4. We only provide estimated delivery times for information; they are not binding on us unless otherwise specifically agreed in writing to that effect between the parties. Hence, delays in estimated delivery dates can therefore never give rise to a delay fine, compensation or termination of the Agreement.

   We will source the Product from our Supplier(s) to specific measurements and specifications. All relevant measurements will be in the Confirmation of Order document. You are fully responsible for ensuring that all measurement and designs set out therein are correct, prior to your first payment to us , which creates a legally binding contract between us . 

5. We do not accept any liability for any fault caused by an error or omission in the measurements once accepted by you (as set out in the Confirmation of Order document), or in any installation work undertaken by yourself, or any third party installation work. You will be liable for any cost arising from you having provided incomplete or incorrect measurement or specifications to us or any installation work undertaken by you or any third party hired by you.

6. Our price quotation and agreement as set out in the Confirmation of Order includes the cost of installation by a party hired by us and deemed professionally qualified to undertake the installation. We accept no responsibility for any installation work or lifting and/or handling equipment used to move or install our Product unless it belongs to us or has been hired by us. We accept no responsibility for any damage caused to our products by using lifting and/or handling equipment or any other damage of any nature other than that caused directly by the installers hired by us at the time of the installation.

7. If you are carrying out building works that affect the installation, it is your responsibility to prepare and present the site and/or buildings to suit the specifications and measurement of the Product(s) that you order from us as outlined in the Confirmation of Order and any survey information provided to you post the site survey.

8. The Product(s) sold to you will not be manufactured by us, but by an Italian manufacturing company, as named on the Confirmation of Order document (“Supplier”). Our Supplier will provide certain warranties as set out in their terms and conditions of business which are outlined here. We will pass on to you the full benefit of any claims that we can make under our contract with our Supplier, relating to the specific Product sold to you. Outside of this, we provide no further warranties or guarantees of any nature to you relating to the Product(s) sold to you. On delivery and installation of the Product, you the customer, must immediately subject the Goods to a normal attentive inspection and if you have any issues/claims you must put same to us in writing within 7 days of completion of the installation. Any such claim is also subject to the following additional preconditions:

   a) We must have received full payment for the Product(s);

   b) We or a party hired by us must have installed the Product(s);

   c) You must have used and maintained the Product(s) in accordance with our Supplier’s instructions as per the Operating and Maintenance guide provided to you;

   d) We shall be under no liability in respect of any defects in the Product(s) arising from any drawing, design, specification, or measurement(s) provided by you to us and attached to the Confirmation of Order document sent to you;

   e) We shall be under no liability in respect of any minor imperfections or cosmetic deterioration caused by normal wear and tear or environmental factors;

   f) You must have sought advice from us in writing before attempting to attach any devices or fittings onto or around the Product(s);

   g) We may change the Product(s) without notice to reflect changes in relevant Irish/EU law and regulatory requirements, or to implement minor technical adjustments, and take no responsibility for any claims relating thereto;

   h) The Goods must not have undergone any modification or manipulation after the installation.

   i) The making of any claim by you does not under any circumstances give you the right to suspend or make any payment offset in any manner, in relation to any payment due to us as set out in the Confirmation of Order.

9. Arch Outdoor Ltd. are not architects or planning consultants and have no professional expertise in these areas. It is your responsibility to obtain any necessary planning consent that may be required for your pergola structure under Irish Planning Laws. We will make no input of any nature into any questions around planning permission requirement or appropriate architectural structure and design issues; you are advised to take separate appropriately qualified professional advice in relation to all of these areas/matters.

10. The cost of delivery of the Product(s) to your property is not included in the price. Transport costs are dependent on your location. We will confirm the cost of transport to your property when we issue the Confirmation of Order to you.

11. We do not manufacture the Product(s) but have them manufactured on our behalf from Professional Manufacturing Companies in Italy. During the order process, we will let you know when we expect the Product(s) to be available for delivery and installation. We are not responsible for delays outside our control. If our supply of the Product(s) is delayed by any event outside our control, we will contact you as soon as possible to let you know; provided we do so we will not be liable for any such delay.

12. Our Product(s) are heavy and are delivered on a large vehicle usually with a crane, so it is important that you advise us of any restricted access or delivery difficulties expected beforehand so that the most suitable vehicle can be used for your delivery. This includes narrow road access or helpful information and tips of how to find you.

13. Delivery will be kerbside only.

14. If, for any reason, the delivery cannot be completed due to absence of recipient at the address, unsuitable delivery conditions or otherwise, the goods will be returned to the depot and a re- delivery charge may apply. If you wish to postpone your installation from an agreed date, we must receive 7 full days’ notice in writing or by email, otherwise we reserve the right to apply cancellation and related charges.

15. Where we remove brickwork or tiles as part of an installation, where it is specified in writing with the Confirmation of Order document, we will make good. We do not provice any electrical or plumbing works required to accommodate the installation. We do not take any responsibility for any disconnection or reinstallation of any piping or electrical cabling running into or through the area of the structure.

16. Any internal or external finishing including but not limited to render, plaster and painting are not our responsibility unless it is specified in writing with the Confirmation of Order document. Any making good works are your responsibility.

17. The Product(s) will become your responsibility from the time we deliver the product to the address you gave to us (or at the point that a carrier organised by you collects it from us).

    (a) The customer takes full responsibility for receipt of the Goods at the address on the Confirmation of Order document for kerbside delivery only. From that point all risks to the Goods are the responsibility of the customer. The customer must insure the Goods from that point at its own risk. If the customer refuses to take delivery of the Goods, we have the right to declare the Contract/Agreement between us as dissolved without judicial intervention and without notice; without prejudice to our rights to full payment compensation as provided for herein.

    (b) Until all claims arising for us from the Agreement have been fully settled, the delivered goods remain our property at the expense and risk of the customer and can therefore be reclaimed by us in the event of non-payment or late payment and taken back without any formality. Notwithstanding this express reservation of ownership, all risks relating to the goods are transferred to the customer from delivery, as stipulated in paragraph 16(a) hereof.

    (c) You own the Product(s) only once we have received the agreed payment in full, as set out in the Confirmation of Order document.

18. Our payment terms, including VAT, are:

    50% of the total invoice, including VAT on receipt of Confirmation of Order and

    50% of the total invoice, including VAT seven working days prior to the Product(s) leaving our premises for delivery to your site i.e. when we confirm to you that it is ready for delivery.

19. For avoidance of doubt, the total invoice amount including VAT must be fully paid before installation.

20. All warranty claims are void, if the total contract price including VAT is not paid in full.

21. You may end your order from us up until the date you receive the Confirmation of Order from us, and you make the payment of 50% of the Order value, including VAT, and not later. At that point we will place an order to have the Product(s) manufactured with bespoke aspects, hence thereafter, if you seek to cancel your Order, you will still be contractually obliged to pay to us 100% of the Order value, including VAT, as set out in the Confirmation of Order.

22. We may end the Contract at our discretion (a) if you do not perform as per the Contract terms; or (b) if you do not make any payment to us when it is due, and you still do not make payment within 14 days of us reminding you by email that the payment is due; or (c) you do not allow us to deliver the Product within one month of us confirming to you by email that the Product is ready for delivery, in which case you will still be liable to us for the full amount of the Order value including VAT i.e. the remaining/second 50% of the Order value, including VAT.

23. You must compensate us if you break the Contract or do not perform under its terms and conditions. If we end the Contract for any of the reasons set out in Clause (19) hereof you must compensate us for the net costs we will incur as a result of the breaking of the Contract, including any loss we will incur in reselling the Product, together with storage, interests, and other costs we incur. The resale of the Product may not be possible at all, as it is built to your specific specification needs, in which case the full order value will be payable by you to us and retained by us, including VAT. If the Product is saleable that may take considerable time; hence you are required to pay the second 50% plus VAT to us within 14 days of your decision not to proceed with the Order or your failure to agree a delivery and installation date, within 30 days of our informing you that the Product is ready for delivery to you; if we subsequently do achieve a sale of the Product to a new customer, on receipt of full payment from that new customer, including VAT, we will refund the amount that puts us in the same economic position as if you had completed on your Order in full, after all direct and indirect costs.

24. Payment from you to us will be by bank transfer and will include applicable VAT to the Bank account referred to in the Confirmation of Order.

25. Interest on overdue for payment from you to us is applicable at a rate of 5% p.a. over EURIBOR compounded quarterly, and 10% pa after one year of a payment being overdue compounded quarterly.

26. We are responsible to you for foreseeable loss and damage caused by Arch Outdoor Ltd. subject to all other limitations outlined elsewhere in these General Terms and Conditions of Trade. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result or our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss that is not foreseeable.

27. Where we are providing installation services at your property, we will make good any damage to your property caused directly by us or the party hired by us to undertake the Product installation, but excluding internal and external finishing and/or decoration. We are not responsible for repairing any pre-existing faults or damages to your property.

28. We are not liable for business loss of any nature. If you use the Product(s) for any commercial, business or re-sale purposes we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity of any nature or for any reason.

29. We will only use your personal information to enable us to deliver on your Order, implement the Contract or otherwise with your prior agreement.

30. We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to any party at any time. However, you will need our written consent in advance to enable you to transfer your rights and obligations hereunder to someone else.

31. If a Court finds any aspect of this Contract to be illegal, the rest of the terms and conditions will continue in full force and effect.

32. We may delay in enforcing this Contract in which case we can still enforce it later.

33. The laws of Ireland apply to this contact.

34. The Intellectual Property Rights and Trademarks of the pergola products sold by us to you are the sole and entire property of our Supplier Company of the Product(s) and may not be used in any way whatsoever or in any communications by you to any party whatsoever.

35. Arch Outdoor Ltd arranges to have all Products the subject of these Terms & Conditions, manufactured by Italian manufacturers who do so on the basis that they are sold pursuant to Articles 1523 et seq. of the Italian Civil Code and remains their property up to the point that they are paid in full the price contracted with Arch Outdoor Ltd. This in turn depends on you paying Arch Outdoor Ltd in full the amount due as per our Confirmation of Order. Hence you will obtain no legal interest/ownership of any nature in the Product(s) until you have made both 50% plus VAT payments to us.

36. In the event of a force majeure on our part, the performance of the Agreement will be suspended for as long as the situation of force majeure makes it impossible for use to perform, without prejudice to our right to dissolve the Agreement without judicial intervention. Force majeure entitles the customer neither to dissolution, nor to compensation, nor to termination. Force majeure is understood to include war, danger or war and riots, obstructive measures by domestic and foreign governments, fire, strike, machine damage, panemic, lack of personnel, obstruction of transport, lack of means of transport, flood, lockouts, sabotage and in general all unforeseeable circumstances, as in at home and abroad, as a result of which compliance with the Agreement can no longer reasonably be expected of us. Force majeure is also present if, as a result of the circumstances or for any reason whatsoever, the relevant Supplier cancelled their agreement to supply us with the Goods or essential components necessary to install the Product(s).

Waranties only start when payment has been made in full. For the avoidance of doubt, all warranty claims become void if the total contract price including VAT is not paid in full.

THE WARRANTY (extract)

The Warranty covers the components that should be replaced as originally recognised as defective. The warranty in derogation of the provisions of the law shall last two years, with the exceptions mentioned below, with effect from the date shown on the document proving the sale of the goods to the end user if it comes with documentation proving that the user manual for the product and electronic accessories has been delivered to the end user.

Specifically, the duration of the warranty is as follows:

• Components: 2 years, except for the aforementioned items:

• Mechanical components: 5 years

• Somfy /Teleco motors: 5 years

• LED Line/Spot and Quadra Light: 1 year

• Automation/control unit/Somfy or Teleco transformers: 5 years

• Fabric (except for polyester fabrics and Cristal): 5 years

• Stitching with Tenara thread: 5 years.

The value of the components of the awning that have to be replaced under warranty because recognized as originally defective decreases, with the exception of motors/automation/ control units/ Somfy transformers which are guaranteed for their full value, from year to year, according to the following table:

• 1st year 100% of the value

• 2nd year 100% of the value

• 3rd year 60% of the value

• 4th year 40% of the value

• 5th year 20% of the value

The warranty is limited to replacement at the expense of PRATIC of the parts affected by faults and/or defects and/ or noncompliant with the promised quality; the retailer remains responsible for the replacement of the component. The installation of the awning, as well as any subsequent maintenance must be performed by PRATIC retailers. These retailers are to ensure that the product installed and the attachment systems on the application supports are compatible with the state and terrain of the installation site, with the weight of the structure and the wind, according to that established by applicable laws.

In addition, they are responsible for the delivery of the User’s Manual, which is to be dutifully filled out in the portion relating to the correct installation, and to keep and store the copy reserved for them.

In any case the warrant does not cover damages caused by:

• Imperfect colour matching of the paintwork of the individual sections and individual components with RAL reference profiles;

• Effects of saline environments on metal components;

• Imperfect watertightness of the waterproof/water repellent fabrics;

• Natural decay of painting

• Normal wear and tear of mechanical components

• Use of fabrics supplied directly by the customer including packaging processing

The warranty is void in the event of failure to observe the instructions for installation, use and maintenance as described in the documentation provided by Pratic, as well as for tampering with the product and/or application or use of non-original Pratic spare parts/products. The warranty also covers the components not directly produced by Pratic, such as, but not limited to, fabrics, motors, automation, laminated beams, provided that they are supplied by Pratic. In case Pratic product is installed in a place difficult to reach, that does not permit easy interventions for ordinary and/or extraordinary maintenance, expenses for disassembling and reinstalling Pratic product as well as cost for positioning valuable works, removed in order to carry out Pratic product maintenance (these are just some examples not to be considered complete), will not be charged to Pratic.