Atlantech Drives and Controls Ltd. shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation which shall be subject to these Terms and Conditions.

1. DEFINITIONS AND INTERPRETATION

 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

–Seller or Supplier: Atlantech Drives and Controls Limited, a company registered in United Kingdom under Company number 10598948, at The Corner House. 13, Westfield Road. B14 7SX,  Birmingham (United Kingdom), and includes all employees, and/or divisions and agents of Atlantech Drives and Controls Limited.

-Buyer or Customer: means the person receiving a quotation or buying the Goods or Services from the Seller or Supplier. The Buyer or Customer accepts the offer or quotation from the Seller or Supplier, and at the same time the Seller or Supplier accepts the Purchase Order from the Buyer or Customer. The Seller or Supplier shall sell and the Buyer or Customer shall purchase the Goods specified in the Quotation or Purchase Order.

– Goods or Services: Goods or Services means the products or services specified in the Quotation, Purchase Order or Contract. The Goods or Services shall be supplied under the Terms and Conditions herein.

–Purchase Order or Order: means the formal written request by the Buyer, to the Seller, for the provision of the Goods included on the Quotation or Offer.

–Contract: means the binding agreement, errors and omissions excepted, made between the Buyer and the Seller for the supply of the Goods under the terms and conditions detailed herein.

-Working day or Business Day: means any day other than a Saturday, Sunday or public holiday where the Supplier Atlantech Drives and Controls Ltd is based.

–Confidential Information: means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium).

–Delivery date: means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier.

– Commencement Date: means the start date of the Contract according to the Quotation and/or Offer.

1. GENERAL

Once an Order is confirmed by Atlantech Drives and Controls Ltd, no refunds are possible for non-stock items that are not defective. In the event an ordered item can be accepted for refund there will be a handling charge. No Goods may be returned to the Supplier without the prior agreement in writing of an authorized manager in Atlantech Drives and Controls Ltd.

Any of the terms and provisions of the Purchase Order which are inconsistent with these conditions or which are not expressly contained herein shall not be binding on Atlantech Drives & Controls Ltd. and shall not form part of the Contract.

All brochures, catalogues, price lists, samples and other advertising or descriptive material submitted to the Buyer shall not form part of the Contract unless expressly incorporated herein.

The Buyer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of goods into the country of destination (and any other country through which the goods pass in transit) and for the payment of any duties, levies, taxes or similar thereon. The Buyer shall fully indemnify Atlantech Drives & Controls Ltd. against any fines, penalties, costs, claims, damages, losses and expenses suffered by the Company as a result of the Buyer failing to comply with this clause.

The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing.

No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1. PRICE

 The price of the Goods and Services shall be the price listed in the Supplier’s quotation current at the date of acceptance of the Purchase Order or such other price as may be agreed in writing by Atlantech Drives & Controls and the Buyer. Atlantech Drives and Controls Ltd. reserves the right, by giving written notice to the Buyer at any time, to refuse or cancel any purchase order due to a mistake on the quotation sent.

Where the Company has quoted a price for the Goods it shall be valid for 15 days only, end of stock or such lesser time as the Company may specify.

Unless otherwise agreed in writing between the Buyer and the Supplier, all prices are exclusive of charges for packaging and transport. Prices are also exclusive of Credit Card and PayPal service charges which will be charged in accordance to the fees set by PayPal for the country where the Buyer or Customer is based.

Atlantech Drives and Controls Ltd. reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of Atlantech Drives & Controls Ltd. (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.

The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

1. GOODS OR SERVICES

 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.

In some cases, the Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.

We can not guarantee that in the new surplus, used and refurbished items, the original accessories from the factory are included.

No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

With effect from the Commencement Date the Supplier shall, in consideration of the price being paid, provide the Goods/Services expressly identified in the quotation. The Supplier will use reasonable care and skill to perform the Services/Goods identified in the quotation or offer. Supplier shall use all reasonable endeavours to complete its obligations under the Contract. However, delivery dates are estimates only and even though Atlantech Drives & Controls Ltd. shall take all reasonable steps to comply, the Supplier shall not be liable for any loss, penalties or damage direct or indirect, occasioned by late delivery and, in no case shall delay be a ground for rejecting goods or for rescinding the contract, specially if the delay is due to any factor beyond the control of Atlantech Drives & Controls Ltd.

Atlantech Drives and Controls Ltd. Shall supply the latest version of software and firmware available from the manufacturer in case of active products or in production. For obsolete products, only the available software and firmware version shall be supplied. In case the Buyer or Customer requires a specific Software or Firmware version, it must be clearly stated on the Purchase Order issued to Atlantech Drives and Controls Ltd. Supplying a specific software or firmware version will not be considered a reasonable cause for returning the items, unless the version was specified by the Buyer in the Purchase Order, and it was accepted in writing by Atlantech Drives and Controls Ltd.

1. PAYMENT TERMS

Terms for payment shall be as agreed in advance by the parties.

All payments shall be made to the Supplier as indicated on the quote or invoice issued by the Supplier.

The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) before any order is placed or otherwise in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract.  Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer.

Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable), unless, in the case of Goods, the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Goods are ready for collection or (as the case may be) the Supplier has tendered delivery of the Goods.

The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier.

If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment.

If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause Risk 1.i risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failures.

Interest shall accrue on all sums due and outstanding at the rate of 1.5% per month above the Bank of England base rate in accordance with and at the rate set out from time to time under the Late Payment of Commercial Debt (Interest) Act 1998. The Company shall also have the right to claim compensation in accordance with the provisions of that Act.

Any dispute concerning payments must be notified to the Company’s Credit Controller in writing within fourteen days of the date of the first statement following the invoice therefore and unless so submitted such statements and the invoices shall be deemed to be correct. Atlantech Drives & Controls Ltd. reserves the right to recover from the Buyer all costs and expenses arising from actions taken to regain sums due and outstanding.

1. CUSTOMS AND INTERNATIONAL CUSTOMERS

 If Goods are being ordered from outside Atlantech Drives & Controls Ltd.’s country of residence, import duties and taxes may be incurred once the Goods reach their destination. Atlantech Drives & Controls Ltd. will look to make all additional charges clear where possible on the quote. If a Purchaser is buying internationally, they are advised to contact their local customs authorities for further details on costs and procedures. The Purchaser of the Goods will also be the importer of record and as such should ensure that the purchase is in full compliance with the laws of the country into which the Goods are being imported.

Please be aware that Goods may be inspected on arrival at port for customs purposes and Atlantech rives & Controls Ltd. gives no guarantee that the packaging of the Goods will be free of signs of tampering.

Atlantech Drives and Controls Ltd. will not be responsible for import duties or expenses generated in the destination country, in the event that defective or broken material during transit is delivered. It will only respond in the way indicated in point 8 of this document.

1. DELIVERIES

 Delivery dates are estimates only and the Company shall take all reasonable steps to comply. Atlantech Drives & Controls Ltd., however, shall not be liable for any loss, penalties or damage direct or indirect, occasioned by late delivery and, in no case shall delay be a ground for rejecting goods or for rescinding the contract.

In case the Goods are delivered by the Supplier in advance of the Delivery date, the Buyer or Customer shall be given written notice. All offers of goods from stock are subject to the goods remaining unsold at the time of acceptance of order by Atlantech Drives & Controls Ltd.

Delivery of the Goods shall be made by the Supplier delivering the Goods to the place specified in the quotation or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.

If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault, if the Supplier delivers the Goods and/or provides the Services at any time thereafter the Supplier shall have no liability in respect of such late delivery.

The Company reserves the right to make part deliveries and to submit invoices for goods supplied as part of any Purchase Order or Order.

Where delivery of the goods is delayed at the request of the Buyer or the Buyer is for any reason whatsoever unable to take delivery the Company shall be entitled to charge the Buyer the actual or estimated cost of storing such goods.

Without prejudice to the Goods being defective, Atlantech Drives & Controls Ltd. shall have no liability for any expenses losses or damages caused by delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of raw material or supply of raw material, inability to obtain sufficient labour or sufficient skilled labour or any other cause or causes beyond the reasonable control of Atlantech Drives & Controls Ltd.

1. DEFECTIVE GOODS

If any of the Goods are defective in any material respect, in such a way that prevents the product from being used, the Customer shall give written notice of such defect to the Company within 7 working days of delivery. In this case, Atlantech Drives and Controls Ltd. Shall as its option:

• repair the defective Goods within 60 Business Days of receiving the Buyer’s notice; or
• replace the defective Goods within 60 Business Days of receiving the Buyer’s notice; or
• refund to the buyer the price for those Goods (or parts thereof, as appropriate) which are defective

The aforementioned terms also apply for those products which are not faulty but fail or malfunction within the guarantee period.

No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier.  Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.

Atlantech Drives & Controls Ltd.  shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

1. RISK AND RETENTION OF TITLE

 9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time when the Supplier notifies the Customer that the Goods are available for collection, or once the Supplier or Seller notifies to the Customer or Buyer that the items included on the Order or Purchase Order have been shipped. Atlantech Drives and Controls Ltd. Shall not be liable for any damage or loss caused during transport, regardless of the Incoterm appearing on the Quote, delivery note or commercial invoice.

9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.

9.3 Sub-Clause 7.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.

9.4 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.

9.5 Failure to pay the full amount due shall give the Company the right (without prejudice to any other right it may have) to repossess the goods at the Company’s absolute discretion and the Buyer hereby irrevocably authorizes the Company, its servants or agents, to enter on any land or premises upon which the goods are situated using force as necessary to give effect hereto. All goods supplied by the Company in the Buyer’s possession shall be presumed to belong to the Company (unless the Buyer can prove otherwise).

9.6 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:

– the Customer commits or permits any material breach of his obligations under these Terms and Conditions;

– the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors.

– the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.

– the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

1. ASSIGNMENT

 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.

The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

1. LIABILITY

 Atlantech Drives and Controls Ltd. shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

1. INTERPRETATION OF CONTRACTS

 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

1. NOTICES AND COMMUNICATIONS

 All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notices shall be deemed to have been duly given:

-when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or;

-when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

-on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or;

-on the tenth business day following mailing, if mailed by airmail, postage prepaid.

All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

1. CONFIDENTIALITY

 Each Party undertakes that, except otherwise provided in writing by Atlantech Drives and Controls Ltd., it shall not disclose any Confidential Information to any other person, not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract, not make any copies of, record in any way or part with possession of any Confidential Information; and ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions herein.

Either Party may disclose any Confidential Information to any sub-contractor or supplier of that Party, any governmental or other authority or regulatory body, any employee or officer of that Party or of any of the aforementioned persons, parties or bodies, o such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause ii above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

The provisions of this clause shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

1. CUSTOMER’S DEFAULT

If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

1. Cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer.
2. appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
3. charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per annum above the Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

This condition applies if:

the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract.

the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation.

an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer.

the Customer ceases, or threatens to cease, to carry on business; or the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

1. FORCE MAJEURE

 Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

1. WAIVER

 The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

1. SEVERANCE

 The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

1. PREVIOUS TERMS AND CONDITIONS

 In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

1. THIRD PARTY RIGHTS

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

1. PRIVACY POLICY

 Atlantech Drives and Controls Ltd. respects the privacy of every individual who visits the website www.atlantechdrives.com. This privacy policy governs the way in which we use and disclose any personal information you provide us with. Personal information includes any information that identifies you or another individual personally.

We use this information to identify and to contact you when necessary. None of your information will be passed onto third parties or sold. All such information will be kept on site under lock and key and within a password protected computer. However, no computer or file is ever 100% secure from theft or damage. Therefore, despite our best efforts to protect your personal information we cannot guarantee absolute security.

1. LIMIT OF LIABILITY

 

Any warranty provided commences from the date of delivery of the Goods. This warranty, in general terms, would be of 12 months for the New items, 3 or 6 months for the used ítems, depending on the case.

Atlantech Drives and Controls Ltd. will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

The Buyer shall indemnify the Company against all damages, costs, claims and expenses arising from loss or damage to any equipment (including that of third parties) caused by the Buyer, its agents or employees.

Where the Buyer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Buyer shall be joint and several obligations of such persons.

Atlantech Drives and Controls Ltd. shall not be liable to the Buyer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond Atlantech Drives and Controls’ reasonable control.

Subject to the remaining provisions of this Clause:

– the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
– Atlantech Drives and Controls Ltd. shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.