TERMS AND CONDITIONS OF SALE - ARCHIPROFILES NZ

1.     Definitions used in these terms and conditions:
 
1.1  “ARCHIPROFILES” means Global Business Networks Limited (1130232), trading as Archiprofiles NZ, who is also the Secured Party.
 
1.2   “Business Day” means Monday to Friday 9:00am to 4:00pm excluding any public holiday in Auckland, New Zealand.

1.3  “CGA” means the Consumer Guarantees Act 1993 or any legislation that replaces the CGA.

1. 1.4 “Customer” means the person, company, trust or other entity to whom ARCHIPROFILES supplies Goods.

1.5  “Goods” mean any item purchased by the Customer from ARCHIPROFILES and also has the meaning defined in the PPSA.

1.6  “Goods Warranty Period” means a period of one (1) year after supply of the Goods by ARCHIPROFILES to the Customer.

1.7  “PPS Register” means the Personal Property Securities Register established under part 10 of the PPSA.

1.8  “PPSA” means the Personal Property Securities Act 1999.

1.9  The terms “Collateral”, “Debtor”, “Financing Change Statement”, “Financing Statement”, “Proceeds”, “Purchase Money Security Interest (“PMSI”)”, “Secured Party”, “Security Agreement”, and “Security Interest” have the meanings defined in the PPSA. 

2.     Formation of Contract and Cancellation

2.1  Any quotation by ARCHIPROFILES is not an offer to sell, and an order by the Customer will only bind ARCHIPROFILES when it is accepted by ARCHIPROFILES in writing. Any such acceptance is subject to these terms and conditions. No modified or other terms and conditions will be recognised by ARCHIPROFILES unless ARCHIPROFILES has specifically agreed in writing. Failure by ARCHIPROFILES to object to provisions contained in a purchase order or other communications by the Customer is not to be construed as a waiver of these terms and conditions or an acceptance of the Customer’s terms and conditions.

ARCHIPROFILES accepts orders based solely on the specifications, selections and approvals provided by the Customer or its agents, consultants, designers or architects. ARCHIPROFILES is not responsible for verifying project compliance, suitability, architectural approval or code compliance unless expressly agreed in writing.

2.2  These terms and conditions apply to the manufacture or sale of any Goods by ARCHIPROFILES to the Customer except as varied in writing signed by ARCHIPROFILES and the Customer. To the extent permitted by law, these terms and conditions apply to and prevail over any terms and conditions implied by trade, custom, practice or a course of dealing.

2.3  Special order, custom manufactured, indent, non-stock, colour-matched or overseas sourced goods may not be cancelled once production or procurement has commenced. The Customer remains liable for all costs incurred by ARCHIPROFILES including supplier cancellation fees, freight, storage and administration costs.

2.4  Minimum order value $250.00+gst

2.5  Site visits by appointment only $150.00+gst / hour plus travel costs.

3.     Goods Supply Arrangements

3.1  All orders placed by the Customer must be in writing to ARCHIPROFILES and set out the Goods sought.

3.2  Upon receipt of an order, ARCHIPROFILES will indicate to the Customer the estimated delivery date of the Goods. ARCHIPROFILES shall not be liable for any delay or failure to meet the estimated delivery date including:

a.      shipping delays,

b.      container shortages,

c.      customs delays,

d.      pandemics,

e.      supplier shortages,

f.        foreign exchange disruptions.
 

3.3  The price of the Goods is set out in the current website listing or as quoted to the Customer by a duly authorised officer of ARCHIPROFILES. Prices are in New Zealand dollars and are inclusive of duties and taxes and exclusive of GST unless otherwise specified.
 

3.4  Quantity discounts for trade accounts are assessed on annual sales, discounts are only available on orders 100 metres or more and apply to sea-freighted orders only.

3.5  Payment by the Customer for the Goods is due at the time the Customer orders the Goods or, if credit terms have been extended to the Customer by ARCHIPROFILES in writing, in accordance with the terms of that credit account.

3.6  If any correctly rendered invoice is not paid on or before seven (7) days after the due date, or if the Customer is in default of any contract with ARCHIPROFILES, or if the Customer enters into liquidation, or if any form of composition with its creditors, has a receiver, receiver and manager or mortgagee in possession appointed or becomes insolvent, or if the contract is terminated by either party, then, without limiting ARCHIPROFILES’s other rights:

 a.  all the moneys that the Customer owes ARCHIPROFILES on any account become immediately due and payable; and

 b.  ARCHIPROFILES may suspend or cancel any outstanding orders for any other Goods; and

c. the Customer must pay ARCHIPROFILES (in the following order): the costs of enforcing its rights against the Customer including, but not limited to, all legal costs and disbursements (on a solicitor/own client basis); then bank or similar fees that result from default in, dishonour or re- presentation of, or delay in, any payment by the Customer; then interest on the overdue amounts, calculated on daily balances commencing from the due date for payment, at the rate of 15% on the outstanding price; then the outstanding price due for all or part of any Goods supplied by ARCHIPROFILES to the Customer; and

d. the Customer acknowledges that it has no right to deduct or set off any amount, disputed or otherwise, against moneys due to ARCHIPROFILES.

4     Delivery

4.1  by Standard and Express post for small orders is at the Customer's cost. 

 4.2  for large house lots and orders over two (2) metres long a courier quote will be arranged at the Customer's cost.  Courier delivery costs will be quoted on the dimensions and weight of the order, postcode and delivery timeframes required.

4.3  Except as otherwise specified, prices include standard packaging.

4.4  If the Customer requests alternative packaging or delivery arrangements for the Goods, ARCHIPROFILES is entitled to invoice the Customer for those services, including any courier costs. If ARCHIPROFILES agrees to arrange delivery elsewhere, ARCHIPROFILES will deliver the Goods ordered by the Customer at the Customer's cost.

4.5  The Customer acknowledges that its acceptance of delivery of the Goods is an act done by or with its authority with the intention of accepting the security agreement in respect of those Goods

4.6  If all or part of an order of any Goods is not collected or accepted by the Customer for any reason, ARCHIPROFILES may place such Goods in storage, including at or on ARCHIPROFILES premises. The Customer must pay ARCHIPROFILES all expenses incurred in relation to storing any Goods not collected or accepted and in any case an amount not less than the commercial value of comparable storage. 

5.     Retention of Title

5.1  Title to the Goods supplied by ARCHIPROFILES passes to the Customer only when ARCHIPROFILES receives cleared funds in full payment for all Goods supplied by ARCHIPROFILES.

5.2  Until title to the Goods passes to the Customer:

 a.  the Customer must hold the Goods solely as fiduciary bailee for ARCHIPROFILES.

b.  the Customer must store the Goods separately from its own goods and those of other persons and in such manner as will clearly identify the Goods as the property of ARCHIPROFILES.

c.  the Goods are and shall remain secured by the PPSA until title passes under clause 5.1.
 

5.3 Notwithstanding clause 5.1, where the Goods have been paid for in full in advance, title to the Goods shall pass to the Customer upon delivery of the Goods to the Customer, the Customer's agent, nominated carrier or freight forwarder.

6.     The PPSA

6.1  The contract, which includes these terms and conditions, between ARCHIPROFILES and the Customer is a Security Agreement for the purposes of the PPSA and if the Goods are supplied by ARCHIPROFILES to the Customer without payment by way of cleared funds being made at the time of supply

a.  ARCHIPROFILES holds a Security Interest in Goods supplied by it to the Customer (“Collateral”) and any Proceeds thereupon arising in accordance with and subject to the PPSA;

b.  that Security Interest may be a PMSI;

c.  ARCHIPROFILES’s Security Interest in the Goods continues notwithstanding the Goods may be processed, commingled or become an accession with other goods;

d.  ARCHIPROFILES’s Security Interest will be a continuing and subsisting Security Interest in the Collateral with priority to the fullest extent permitted by law; and

 e.  in addition to any other rights under these terms and conditions or otherwise arising, ARCHIPROFILES may exercise any and all remedies afforded to it as a Secured Party under Part 9 of the PPSA including, without limitation, entry by it, its servants or agents into any building or premises owned, occupied or used by the Customer, to search for and seize, repossess, dispose of or retain those Goods.
 

6.2  The Customer undertakes to:
 

a.  sign any further documents and provide such information which ARCHIPROFILES may reasonably require to register, amend or update a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPS Register;

b.  indemnify and upon demand reimburse ARCHIPROFILES for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPS Register or releasing any Security Interests;

c.  immediately update the PPS Register with any change in the Customer’s name, address, contact numbers, business practice or such other detail retained on the PPS Register. The Customer will also notify ARCHIPROFILES of that change.
 

6.3  ARCHIPROFILES and the Customer contract out of sections 114(1)(a), 116, 120(2), and 121 of the PPSA.

6.4  The rights of ARCHIPROFILES expressed in this clause 6 will survive the termination of the contract, howsoever that shall occur, to the extent permitted by law.

7.     Risk and Insurance

7.1  Notwithstanding that title in the Goods may remain with ARCHIPROFILES until cleared funds as payment in full is received, risk in any such Goods and liability for any loss or damage passes to the Customer immediately on their collection by or on behalf of the Customer.

7.2  Any claim for damage or short delivery must be made in writing and addressed to ARCHIPROFILES and received by ARCHIPROFILES within twenty-four (24) hours of delivery of the Goods by or on behalf of the Customer.

7.3  It is the responsibility of the Customer to effect insurance from the time the Goods leave ARCHIPROFILES possession to the time title passes to the Customer in respect of loss or damage to such Goods for their full replacement value against all risks prudently insured against including, without limitation, loss or damage whilst the Goods are in transit.

7.4  Goods taken on loan by the Customer will be returned within two (2) working days, failure to comply authorises ARCHIPROFILES to charge the customer.

7.5  Goods on Loan

a.      must be insured by the Customer from the time they are collected until they are returned.

b.      Goods returned damaged authorise ARCHIPROFILES to charge the full replacement value of the Goods.

7.6 The Customer must notify ARCHIPROFILES of any apparent defect, shortage or issue with the Goods as soon as reasonably practicable after discovery. Nothing in this clause limits any rights that cannot lawfully be excluded under the Consumer Guarantees Act 1993.
 

7.7 The Customer acknowledges that submission of an online order constitutes acceptance of these terms and conditions.
 

8.     Goods Warranty Period, Limitations and Exclusions

8.1  Limitation of Liability

To the maximum extent permitted by law, ARCHIPROFILES shall not be liable to the Customer or any third party for any:

a.      indirect loss.

b.      consequential loss.

c.      special or exemplary damages.

d.      economic loss.

e.      loss of profit.

f.        loss of revenue.

g.      loss of opportunity.

h.      loss of anticipated savings.

i.        loss of contract.

j.        business interruption.

k.      project delay costs.

l.        liquidated damages.

m.   delay damages.

n.      claims by contractors, subcontractors, consultants, architects or project owners; or

o.      any other financial or commercial loss,

p.      arising directly or indirectly out of or in connection with:

(i) the supply, non-supply, delay in supply, installation or use of the Goods;

(ii) any defect in the Goods;

(iii) any failure of the Goods to comply with project specifications, architectural requirements or regulatory requirements; or

(iv) any breach of contract, negligence or other act or omission by ARCHIPROFILES,

even if ARCHIPROFILES has been advised of the possibility of such loss.

8.2  If the Customer is a consumer as defined in the CGA, and during the Goods Warranty Period, there is a major problem with the Goods, ARCHIPROFILES is entitled at its discretion to provide a replacement, refund or compensation for decrease in value of the Goods and if there is a minor problem with the Goods and ARCHIPROFILES is unable to repair them within a reasonable time, the Customer is entitled at ARCHIPROFILES’s discretion to a replacement or refund of the Goods.
 

8.3  Goods may not be considered to be of acceptable quality if they are unfit for their common purpose, are defective or do not match the description provided in ARCHIPROFILES’s catalogue/brochure.
 

8.4 Consumer Guarantees Act and Fair Trading Act

Where the Customer acquires the Goods in trade and both parties are in trade, the parties agree that section 43 of the Consumer Guarantees Act 1993 applies and that, to the maximum extent permitted by law, the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of the Goods.
 

The parties further agree that it is fair and reasonable that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are contracted out of to the extent permitted by law.
 

8.5 The Customer warrants and acknowledges that:

a. The Customer has not relied upon any representation, statement, warranty, condition, recommendation, specification, advice or illustration made by or on behalf of ARCHIPROFILES unless expressly confirmed in writing by a duly authorised representative of ARCHIPROFILES for the purposes of a specific order.

b. Any descriptions, dimensions, drawings, images, samples, catalogues, brochures, website content, technical literature or promotional material supplied by ARCHIPROFILES are indicative only and may be subject to variation without notice.

c. The Customer has independently satisfied itself as to the suitability, compatibility, specification, performance and fitness for purpose of the Goods for the Customer's intended application, project, installation or use. The Customer acknowledges that ARCHIPROFILES has not assessed the suitability of the Goods for any particular project unless expressly agreed in writing.

d. ARCHIPROFILES accepts orders based solely on the specifications, selections and approvals provided by the Customer or its agents, consultants, architects, designers, engineers or other project representatives. Unless expressly agreed in writing, ARCHIPROFILES is not responsible for verifying:
i. compliance with building codes, standards or regulations
ii. architectural or design compliance
iii. project specifications
iv. colour, finish or product selections
v. consent or approval requirements; or
vi. suitability of the Goods for a particular project

The Customer acknowledges that responsibility for such matters remains with the Customer and its professional advisers.

e. The Customer warrants that all measurements, quantities, specifications, product selections, colours, finishes, drawings, plans and information provided to ARCHIPROFILES are accurate, complete and suitable for the intended project. ARCHIPROFILES shall not be liable for any cost, loss, delay, variation, replacement, redesign, removal or reinstallation arising from errors, omissions or changes in any specification, selection, drawing, plan or instruction provided by the Customer or its agents, consultants, architects, designers or contractors.

f. Any advice, recommendation or assistance provided by ARCHIPROFILES is provided in good faith only and does not constitute architectural, engineering, design, regulatory or compliance advice.

g. The Customer shall ensure that all Goods are installed strictly in accordance with:

h. Failure to follow installation instructions, specifications, recommended fixing methods or approved adhesives may void any applicable warranty.

i. Unless otherwise agreed in writing, the Goods are supplied for installation and use by suitably qualified tradespersons or contractors.

j. The Customer shall not copy, reproduce, reverse engineer, modify, manufacture, distribute or commercially exploit any proprietary product, profile, system, sample, drawing or intellectual property associated with the Goods without the prior written consent of the relevant intellectual property owner.
 

8.6 Returns and Proof of Purchase
 

When returning the Goods, the Customer must provide proof of purchase from ARCHIPROFILES. ARCHIPROFILES reserves the right to verify the Customer’s claim and will notify the Customer of its determination within a reasonable time.
 

8.7  The Customer must follow the manufacturer’s installation guidelines and use the manufacturer’s glue. The Customer acknowledges that ARCHIPROFILES may, at its sole discretion, deny any claim under warranty where the installation guidelines were not followed or the correct glue was not used and ARCHIPROFILES believes that this was a contributory factor in the failure of the Goods.
 

8.8  ARCHIPROFILES does not seek to exclude ARCHIPROFILES's legal liability (if any) for any death or personal injury, or for any reduction in the value of physical property, which is caused by ARCHIPROFILES's negligence other than for consequential loss or to the extent caused or contributed to by the Customer or any third party or their respective employees, contractors or agents, which ARCHIPROFILES does exclude.
 

8.9  Certain legislation local to either ARCHIPROFILES or the Customer may imply conditions or warranties which by law cannot be modified, limited or excluded. ARCHIPROFILES’s liability (if any) for a breach of any such implied condition or warranty is limited at ARCHIPROFILES’s option to any one or more of the replacement of the Goods, the supply of equivalent Goods, repair of the Goods or payment of the cost of replacing the Goods or having them repaired.
 

8.10 the extent permitted by law, ARCHIPROFILES is not liable for any cost, expense, loss or damage (including consequential loss) that is directly or indirectly incurred or suffered by the Customer howsoever arising out of the supply of Goods.
 

9. WARRANTIES AND CUSTOMER ACKNOWLEDGEMENTS
 

9.1 The Customer warrants and acknowledges that:

a. The Customer has not relied upon any representation, statement, warranty, condition, recommendation, specification, advice or illustration made by or on behalf of ARCHIPROFILES unless expressly confirmed in writing by a duly authorised representative of ARCHIPROFILES for the purposes of a specific order.

b. Any descriptions, dimensions, drawings, images, samples, catalogues, brochures, website content, technical literature or promotional material supplied by ARCHIPROFILES are indicative only and may be subject to variation without notice.

c. The Customer has independently satisfied itself as to the suitability, compatibility, specification, performance and fitness for purpose of the Goods for the Customer’s intended application, project, installation or use. The customer acknowledges that ARCHIPROFILES has not assessed the suitability of the Goods for any particular project unless expressly agreed in writing.

d. ARCHIPROFILES accepts orders based solely on the specifications, selections and approvals provided by the Customer or its agents, consultants, architects, designers, engineers or other project representatives. Unless expressly agreed in writing, ARCHIPROFILES is not responsible for verifying:

 i. compliance with building codes, standards or regulations

ii. architectural or design compliance

iii. project specificationsiv. colour, finish or product selections
iv. consent or approval requirements; or

v. suitability of the Goods for a particular project

The Customer acknowledges that responsibility for such matters remains with the Customer and its professional advisers.
 

e. The Customer warrants that all measurements, quantities, specifications, product selections, colours, finishes, drawings, plans and information provided to ARCHIPROFILES are accurate, complete and suitable for the intended project. ARCHIPROFILES shall not be liable for any cost, loss, delay, variation, replacement, redesign, removal or reinstallation arising from errors, omissions or changes in any specification, selection, drawing, plan or instruction provided by the Customer or its agents, consultants, architects, designers or contractors.
 

f. Any advice, recommendation or assistance provided by ARCHIPROFILES is provided in good faith only and does not constitute architectural, engineering, design, regulatory or compliance advice.
 

g. The Customer shall ensure that all Goods are installed strictly in accordance with:

• the manufacturer’s installation instructions
• all applicable building codes, standards and regulations
• recognised industry best practice; and
• any written guidance supplied by ARCHIPROFILES

h. Failure to follow installation instructions, specifications, recommended fixing methods or approved adhesives may void any applicable warranty.

i. Unless otherwise agreed in writing, the Goods are supplied for installation and use by suitably qualified tradespersons or contractors.

j. The Customer shall not copy, reproduce, reverse engineer, modify, manufacture, distribute or commercially exploit any proprietary product, profile, system, sample, drawing or intellectual property associated with the Goods without the prior written consent of the relevant intellectual property owner.
 

9.2 Adhesives and Installation Products

ARCHIPROFILES reserves the right to limit the quantity of adhesives, installation products or accessories supplied to quantities reasonably proportionate to the quantity of Goods ordered.
 

9.3 Samples and Product Representation

Samples, displays, photographs, website images and product representations are indicative only and may vary in colour, finish, texture, appearance or dimensions from the final Goods supplied due to manufacturing processes, material variation, lighting conditions, printing processes or screen display settings.
 

10. Add Electronic Communications
 

10.1 Any notice, quotation, acceptance, invoice, statement or other communication may be provided electronically and shall be deemed received on transmission unless a delivery failure notice is received.
 

11.  Goods & Services Tax
 

11.1 Unless expressly stated otherwise, all prices, quotations and amounts payable under these terms and conditions are exclusive of Goods and Services Tax ("GST").
 

11.2  The Customer must pay to ARCHIPROFILES an amount equal to any GST payable in respect of any taxable supply made by ARCHIPROFILES under or in connection with these terms and conditions. Such GST shall be payable in addition to the price of the Goods and shall be payable at the same time as payment for the Goods is due.
 

11.3 ARCHIPROFILES will provide the Customer with a valid tax invoice as required by applicable legislation.
 

12 FORCE MAJEURE AND UNEXPECTED DELAY
 

12.1 ARCHIPROFILES shall not be liable for any delay, failure to perform, increased cost, loss or damage arising from any event or circumstance beyond its reasonable control.
 

12.2 Without limitation, such events may include:

a. acts of God.

b. flood, fire, earthquake, storm or natural disaster.

c. war, invasion, terrorism, civil unrest or governmental action.

d. pandemics, epidemics or public health emergencies.

e. strikes, lockouts, labour shortages or industrial disputes.

f. transport disruptions, shipping delays, port congestion or freight shortages.

g. customs delays or regulatory restrictions.

h. supplier shortages, manufacturing delays or raw material shortages.

i. cyber-attacks, telecommunications failures or utility outages.

j. foreign exchange disruptions; and

k. any other event beyond the reasonable control of ARCHIPROFILES.
 

12.3 Where such circumstances occur, ARCHIPROFILES may suspend, delay or modify performance of its obligations for the duration of the event without liability to the Customer.
 

12.4 The Customer shall not be entitled to cancel any order, refuse payment, claim damages or recover losses arising from any delay caused by a force majeure event.
 

13. SPECIAL ORDERS
 

13.1 The Customer acknowledges and accepts that special order, indent, custom-manufactured, colour-matched, non-stock or overseas-sourced Goods are procured or manufactured specifically for the Customer and may be supplied by ORAC DÉCOR, PROFILITEC or other overseas manufacturers.
 

13.2 Special Orders are non-cancellable and non-returnable once procurement, manufacture, production scheduling or shipping arrangements have commenced.
 

13.3 Estimated delivery times are indicative only and are not guaranteed. Standard sea freight delivery times are generally eight (8) to ten (10) weeks and air freight delivery times are generally one (1) to two (2) weeks. Express courier airfreight services may be available at the Customer's cost.
 

13.4 ARCHIPROFILES shall not be liable for any delay in the manufacture, shipping, customs clearance, transportation or delivery of Special Orders.
 

13.5 For risk purposes, goods supplied directly from an overseas manufacturer shall be deemed delivered to the Customer when released by the manufacturer to the nominated carrier, freight forwarder or shipping provider.
 

14. CREDIT CARD AND ELECTRONIC PAYMENTS
 

14.1 Payments made by credit card, debit card, PayPal or any other electronic payment platform may incur a processing surcharge.
 

14.2 Any surcharge imposed by a payment service provider may be recovered by ARCHIPROFILES from the Customer, provided the surcharge is disclosed prior to payment processing.
 

14.3 The Customer authorises ARCHIPROFILES to process authorised payments using the payment method nominated by the Customer.
 

15. EQUIPMENT RENTAL
 

15.1 Rental equipment always remains the property of ARCHIPROFILES.
 

15.2 Overdue rental equipment shall incur charges at twice the applicable daily rental rate until returned.
 

15.3 If rental equipment is not returned within fourteen (14) days of the agreed return date, the Customer authorises ARCHIPROFILES to charge the Customer for the full replacement value of the equipment.
 

15.4 The Customer is responsible for loss, theft or damage to rental equipment from the time of collection until return.
 

15.5 The Customer authorises ARCHIPROFILES to charge the reasonable cost of repair or replacement of damaged rental equipment to the Customer's nominated payment method.
 

16. MISCELLANEOUS
 

16.1 Governing Law. These terms and conditions and every contract between ARCHIPROFILES and the Customer shall be governed by and construed in accordance with the laws of New Zealand.
 

16.2 Jurisdiction the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
 

16.3 Severability if any provision of these terms and conditions is found to be invalid, illegal or unenforceable, that provision shall be severed or read down to the minimum extent necessary and the remaining provisions shall continue in full force and effect.
 

16.4 Entire Agreement - These terms and conditions constitute the entire agreement between ARCHIPROFILES and the Customer and supersede all prior discussions, representations, understandings and agreements relating to the supply of Goods.
 

17. PRIVACY
 

17.1 ARCHIPROFILES complies with the requirements of the New Zealand Privacy Act 2020.
 

17.2 Personal information collected by ARCHIPROFILES will be used only for legitimate business purposes including account administration, order fulfilment, delivery, warranty support, credit assessment and debt recovery.
 

17.3 ARCHIPROFILES will not sell Customer information to third parties.
 

17.4 Customer information may be disclosed where required by law or where reasonably necessary for the operation of ARCHIPROFILES' business, including freight providers, payment processors, legal advisers, insurers and debt collection agencies.
 

17.5 Personal information may be stored using secure cloud-based systems operated by third-party service providers.
 

18. PRICING
 

18.1 Prices may be amended without notice due to changes in:

a. exchange rates.

b. freight costs.

c. supplier pricing.

d. duties, tariffs or taxes; or

e. other factors beyond the reasonable control of ARCHIPROFILES.
 

18.2 Prices confirmed in an accepted quotation remain fixed only for the validity period of that quotation unless otherwise agreed in writing.

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19. QUOTATIONS
 

19.1 Unless otherwise stated, quotations are valid for seven (7) days from the date of issue.
 

19.2 Quotations are estimates only and do not constitute an offer capable of acceptance until confirmed by ARCHIPROFILES.
 

19.3 Quotations may be withdrawn or amended by ARCHIPROFILES at any time before acceptance.

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20 INTELLECTUAL PROPERTY – ORAC DÉCOR AND PROFILITEC
 

20.1 ARCHIPROFILES acts as a distributor and representative of proprietary international product brands including ORAC DÉCOR and PROFILITEC. All associated intellectual property rights, trademarks, technical drawings, specifications, product profiles, mouldings, systems, samples and proprietary designs remain the property of their respective owners.  It may in no case be reproduced, even partly, be communicated to a third party or used for any possible purpose without ORAC's or PROFILITEC’S express written permission.
 

20.2 The Customer must not copy, reproduce, reverse engineer, modify, manufacture, distribute, communicate to third parties or commercially exploit any ORAC DÉCOR or PROFILITEC product, profile, system, sample, drawing, design or proprietary information without the prior written consent of the relevant intellectual property owner.
 

20.3 Any ORAC DÉCOR or PROFILITEC samples, catalogues, drawings, technical documentation, installation details or product information supplied by ARCHIPROFILES are provided solely for the purpose of evaluating, specifying, purchasing and installing genuine authorised products.
 

20.4 Where the Customer or any person acting on its behalf reproduces, copies, manufactures or uses ORAC DÉCOR or PROFILITEC intellectual property without authorisation, the Customer shall indemnify ARCHIPROFILES against all resulting claims, losses, damages, costs and expenses, including legal costs on a solicitor-client basis.