These general conditions of sale, delivery and payment apply to all Our offers, all orders placed with Us and all contracts concluded with Us. At any stage of the formation of the contract with Us any reference to general terms and conditions of and by the Purchaser is explicitly rejected. Except contrary to written purchase, tender or other conditions of the Purchaser, Our conditions prevail, except in cases where the extent and conditions of the Purchaser are accepted by Us in writing
If any of the terms and provisions of these general conditions of sale are determined to be invalid or unforeseeable by any court of competent jurisdiction, it shall not invalidate the rest of these general conditions, which shall remain in full force and effect as if such term(s) and provision(s) has not been a part of these general conditions.
Capitalised terms used in these general conditions will have the following meanings: “Purchaser”: principal, distributor and any natural or legal person who purchases Products from Us or to whom We make offers.
“We”, “Us”, “Our(s)” comprehends the provider, being Atus Systems Limited, who has received an order from the Purchaser, has concluded an agreement with the latter, or is the one who in its quotes refers to these general conditions.
“Products" means all (supplied) products, goods, systems, the installation and all further objects that are part of an agreement.
“Services” means all results of the provision of services by Us, contracting of work, assembly, mounting, installation, advice, etc.
“User” means the daily user of the “Products”.
”Distributor” is the party that for its own account and risks procures, resells and installs Products from Us or is to have the Products installed.
III. Offers, Conclusion of agreements
i. Any offer or quotation made by Us is based on the supposition that we can fulfil the requirements of the order under normal circumstances and during normal working hours.
ii. All offers and quotations are based on figures and sizes supplied by the Purchaser whether or not based on drawings and / or other documents and up to the time and after the conclusion of the Agreement shall not be changed.
iii. If such is nevertheless the case, We are entitled to charge for contract variations as defined in Article X. In the event a variation leads to less work than originally agreed the contract sum will remain in force and not cause a reduction in price and / or contract.
iv. Offers and quotations are valid for 90 days from date of emails or telefax in case of electronic transmission, or in case of writing cover letters sent.
v. An agreement will only be concluded if and when we receive a written order from the Purchaser and after written confirmation from ourselves has been issued. The date of Our order confirmation is the date for the conclusion of the agreement.
vi. All taxes, duties, levies and similar expenses, which are or become due in connection with Our offer, any order or contract resulting therefrom and the carrying out thereof are for Our account as far as they are due in the supplier’s country or in such other country or countries in which the Products are manufactured, and for the account of the Purchaser as far as they are due in the Purchaser’s country or in such other country or countries for which the Products are destined or in which any Services will be performed, irrespective of which party (including its representatives/employees) will be liable to pay such taxes.
vii. If We execute at the request of the Purchaser any performance before a contract is established, We are entitled to demand payment in accordance with Our then current rates.
viii. If before the order confirmation and / or after the date of conclusion of the agreement prices of wages, materials, tools due to Government charges, by Union agreements or other measures beyond Our control are increased before the order is fully executed, We are entitled to increase prices accordingly.
ix. We shall notify the Purchaser on the occurrence of such price alterations as soon as possible. In case of a price increase, the Purchaser shall be entitled to cancel the pertaining (part of the) contract in writing in line with the cancellation clause V.
i. The delivery of Products, including work to be accomplished by Us begins on the date that all necessary data, drawings, etc. are in Our possession, or the required formalities – such as, but not limited to, to obtain a frequency license, pre-payment, letter of credit, bank guarantee - are met.
ii. The latest edition of the Incoterms issued by the International Chamber of Commerce shall apply. Unless otherwise agreed or quoted, under C.I.F. /C.I.P. terms We shall provide Products for marine insurance during the transport from Our warehouse to Purchaser’s warehouse against all risks of the carriage involved in the contract on the conditions of the Institute Cargo Clauses (All Risks). Under any terms holding Us liable for the costs of transportation and/or insurance, any additional costs of rerouting and/or surcharges which are the result of circumstances or events of those enumerated under “force majeure” in Clause VII hereof, shall be for the Purchaser’s account.
iii. Although We endeavor to process, dispatch and deliver orders promptly, no absolute guarantee is given or proffered of any dispatch/delivery timescales and therefore announced delivery times can, subject to intent, never be regarded as a final date nor as vested interest.
iv. Any complaints of erroneous dispatch shall be made in writing within fourteen (14) Days after receipt of the Products by the Purchaser giving the reason for the request to return the Products and the date and number of Our invoice. If return of the Products is agreed upon by Us in writing by means of a return authorisation notice, the Products shall be forwarded in accordance with Our instructions; all Products returned must be consigned insurance and carriage prepaid by the Purchaser and packed in their original packing.
v. Upon delivery the Purchaser shall ensure that the Products are not tampered with, damaged, altered or interfered with in any way.
vi. In case the Products cannot be dispatched to their final destination by reasons attributable to the Purchaser We shall be entitled to store the Products concerned at the Purchaser’s expense and risk.
i. Products are made to order, cancellations of orders in part or in whole can only be accepted in writing within 5 days of Our order confirmation or date of price alterations with reference to Clause III sub viii. The Purchaser shall be obliged to pay Us 60% of the value of completed Products of those mentioned in the order confirmation and pay 100% of all cost of ordered/purchased parts or components related to that order by Us.
ii. The Purchaser is obliged at all times to indemnify Us against claims of third parties resulting from the cancellation of the order.
i. All mentioned prices are net prices in Pound Sterling exclusive of VAT which will be charged at the appropriate rate.
ii. Products made available through Our price list shall be subject to changes at Our sole discretion and at any moment in time.
iii. In case of emergency transportation or other special transport requested by the Purchaser, the cost will be borne by the Purchaser.
iv. Furthermore We are entitled to charge the Purchaser a surcharge fee for orders below £250.00.
v. Unless otherwise agreed, prices for replacement Products may differ from prices offered in tender situations.
VII. Force Majeur
The meaning of force majeure: circumstances or occurrences beyond Our reasonable will or control - whether or not foreseeable at the time of the confirmation of the order – by which the execution of Our obligations towards the Purchaser are obstructed in full or in part or in consequence that We cannot reasonably be required to execute Our obligations regarding the order. We shall inform the Purchaser of such force majeure situation promptly upon occurrence.
In any case all situations of force majeure, such as but not restricted to war, danger of war, civil war, insurrection, insurgency, kidnapping, molest, fires, water damage and floods, labour disputes and strikes, company occupation, expulsion, lack of work force or raw materials, defects to machineries or installations, electricity failure, epidemics, governmental regulations and / or similar acts, freights embargoes, non-availability of any permits, all both in Our company or at third parties from whom We procure directly or indirectly, the necessary materials of raw materials in full or in part, as well as warehousing or during transport whether or not on Our own account, and furthermore by all other causes outside Our fault releases Us from any commitment from meeting Our obligations, including the provision and implementation of Services, as long as the impediment continues.
VIII. Clause VIII. Payment and Ownership
i. Unless otherwise agreed, the Purchaser shall pay Us for the received and invoiced Products within 30 days from the date of invoice.
ii. Staged payments for Services will be agreed with the Purchaser as part of the contract where appropriate. We reserve the right in exceptional circumstances to submit interim accounts. Exceptional circumstances shall include delays caused by factors outside of Our control as referred to in Clause XV sub i and Clause IX sub i, ii, iii and iv. Unless otherwise agreed staged payments as well as additional work, shall be paid within 30 days from the date of invoice.
iii. We are entitled, if at any time in We have reasonable doubts about the creditworthiness of the Purchaser, before performing (further), to require full or partial pre-payment of the buying price, or that Purchaser guarantees adequately, such as by means of providing a bank guarantee, of a silent pledge for the Products supplied by Us.
iv. Should We agree with the Purchaser that payment will be made by a bank, or when guarantee is provided by letter of credit or bank guarantees, the Purchaser warrants that such is always by means of an established and recognised bank.
v. The Purchaser explicitly accepts that We shall retain ownership of the Products until full payment has been received of all amounts due in accordance with the contract and the Purchaser shall not resell the Products other than in the normal course of business and shall take all measures to protect the Products and to ensure that Our title to the Products is in no way prejudiced. The Purchaser shall be obliged to insure the Products at its own expense for the time they remain Our property. The Purchaser shall provide Us with any assistance in taking any measures required to protect Our property rights. If the Purchaser fails to make any payments to Us when due, the Purchaser shall, upon Our first notice, be obliged to return to Us, at Purchasers risk and expense, any Products that are subject to the retention of ownership. The retention of ownership and the shipping back of Products shall not in any way affect any other rights of compensation We may have by these Conditions of Sale or applicable Law. If retention of title is not valid under applicable law, We shall be entitled to rights as closely as possible to the rights above as such law permits and Purchaser shall cooperate with Us in perfecting such rights.
vi. Should the Purchaser fail to pay within the specified time, then We shall provide written notice to the Purchaser of such failure.
vii. If the Purchaser fails to pay the amount due within seven (7) days of such notice, We may suspend order processing, shipments and execution of Services until payment is received or seek damages in law.
viii. Any delay in payments will incur legal interest plus seven percent (7%) immediately as and from the due date.
ix. All costs resulting from obtaining the amounts due will be borne by the Purchaser.
x. We shall be entitled to terminate any contract by notice in writing to the Purchaser in the event the Purchaser shall be in default of any of its obligations hereunder or Shall fail to pay any of its debts as and when they fall due.
i. The Purchaser must ensure in a timely and proper manner that all necessary amenities, facilities and conditions are met or will be met for the performance of Services on site by Us. These and the other measure within this scope to perform activities are always at the risk and expense of the Purchaser.
ii. Amongst others and not limited to the Purchaser provides at its own account and risk, that We will, at pre-announced (working) hours, have access to the site(s) where the work must be performed. The location(s) and access must comply with the statutory safety requirements and other government regulations.
iii. The Purchaser on his own account and risk takes care of all necessary chop and demolition work as well as providing a working environment free of hazardous (building) materials and substances. We are not obliged to commence work or We are entitled to stop work if such has not been provided.
iv. Commissioning has the meaning of programming and setting the Products in order to realise and guarantee proper functionality. The Purchaser accepts that commissioning can take place only on the basis of the Purchaser's programming and setup instructions. The Purchaser shall timely and properly provide the facilities required to enable an interconnection with any third party equipment.
v. Acceptance testing means testing and control of the installed Products, as well as to make sure that the commissioning meets the requirements of the Purchaser and / or User.
vi. The Purchaser and / or User explicitly accepts that an acceptance test takes no longer than one (1) week. If, by request of the Purchaser and / or User this time is exceeded, it will be considered as a contract variation as in Clause X.
vii. Any complaint of erroneous operation of the Products in a system, or a system as a whole shall be resolved by Us free of charge. If such a complaint is unfounded and not attributable to Us the Purchaser is obliged to pay all costs made for the onsite presence including travel and lodging expenses and time consumed by Our staff at the applicable labour rates.
X. Contract variations
i. Additional and differing provisions from the order with respect to Our offer or quotation, at all times will only be binding to Us if and insofar as those provisions are expressly confirmed by Us in writing.
ii. Additional work includes the assembly and installation of the delivered products as well as the products themselves, which are not included in the listing and quotation on which the order is issued. We shall give reasonable notice to the Purchaser if additional work arises.
iii. We are authorised to separately charge Services and Products relating to additional work.
iv. Orders for contract variations and its agreed rates will be made in writing. Rates and prices may differ from in the offer or quotation agreed rates and prices. The applicability of legal provisions is expressly excluded.
XI. Subcontracts / subcontractor
We reserve the right to subcontract any part of the works to an approved subcontractor. In this case all terms and conditions in these general conditions of sales will apply.
XII. Documents and Software
i. All information in relation to Our Products and their maintenance will be and shall remain Our property and may not in any form be reproduced, or communicated to third parties without Our prior written consent. Brochures, datasheets, illustrations, catalogues, colors, drawings, dimensions, statements of weight and measurements etc. shown or made available by Us as printed information are as accurate as possible, however are only meant to present a general idea of the Products to which they refer; they are approximate only and therefore not binding upon Us. Information shall be returned upon first request.
ii. Ownership of and title to software made available to the Purchaser shall remain vested in Us and/or in the third party which authorised Us to sublicense its software, regardless of whether it was or was not prepared specifically for use by the Purchaser. The Purchaser shall in no event reproduce, reverse engineer or modify the software unless and to the extent permitted by mandatory law applicable to these General Conditions of Sale, nor divulge, make available or permit to use the software, in any form, to any third party without Our prior written consent and Purchaser assumes full liability for the protection and integrity of the software.
XIV. Guarantee / Warranty
Our Guarantee and warranty terms and conditions apply to all Our trading. A copy is available upon request.
i. We will not accept liability nor claims for damages for any delays that may occur as a result of Us not receiving in a timely manner correct drawings or the settlement of correct formalities as referred to in Clause IV sub i. and for delays referred to in Clause IX, sub i, ii, iii and iv.
ii. Any delay in the fulfilment of the mentioned conditions in Clause III sub ii, Clause IX sub i, ii, iii and iv will entitle Us to compensation of the additional costs resulting from the suspension of the execution of the order/contract and where such delay would exceed a period of three months to cancel the order/contract without being held liable towards the Purchaser.
iii. Dates and times quoted for delivery/performance are estimated only and We shall be under no liability for delays, howsoever arising. The Purchaser has no right to claim damages, to reject the Products or to a complete or partial cancellation of the contract.
iv. We cannot be held responsible, nor can We be held liable for Products used in Our systems, manufactured by third parties that do not carry the Atus brand or have not received prior written approval. Exemplified but not restricted to batteries, antennas, network switches, masts etc. Any complaints and dispute arising from this Clause postulating are inadmissible and the Purchaser agrees to fully comply with the payment terms agreed, without reservation, attitudes and deductions.
v. The Purchaser or User agrees to indemnify any damage including travel and lodging sums and other costs as well as costs associated with the collection of monies due to the provisions of Clause IV paragraph iv.
vi. We accept no liability for Software related problems which are not reproducible. Where the problem is reproducible We will undertake that all commercial endeavours will start within 5 (five) Days, from the date of problem being reported to Us, and providing a workaround in order to restore the usability of the Products. Minor Software Problems are to be addressed by Us in future Updates or Upgrades in accordance with good engineering practices. In consultation with the Purchaser We shall implement a definite solution to the Problem.
vii. We shall not be liable for consequential or other special or indirect or punitive damages nor shall We be liable for any other loss of whatsoever nature and howsoever arising, including patent liabilities or patent indemnification. The Purchaser shall indemnify and hold Us harmless from and all such claims of third parties.
viii. We are not liable for delays or damages that whenever and however are the result of circumstances or events or as enumerated under "force majeure" in Article VII.
ix. Purchaser shall indemnify Us against any liability resulting from any non-compliance or malfunctioning of the Products as a result of Article IV lid v.
The law of England shall be applied with the exclusion of the United Nations Convention on Contracts for the International Sale of Products. The Parties are deemed to have elected to be domiciled where Atus Systems Limited is based.
Errors and omissions are specifically excluded.
The Atus logo, swoosh and associated intellectual property rights are registered trademarks of Atus Systems Ltd. Copyright © Atus Systems Ltd. All Rights Reserved.
The "Z" logo and Zipit are registered trademarks of Zipit Wireless Inc.