Terms and Conditions of Sale

Standard Terms and Conditions of Sale

Definitions

• a) “Seller” means Atik Cameras Unipessoal Lda
• b) “Purchaser” means the person, persons or company purchasing the Goods from the Seller
• c) “Goods” means any goods agreed in the Contract to be supplied to the Purchaser by the Seller (including any part or parts of them)
• d) “Conditions” means the Standard Terms and Conditions of Sale
• e) “Quotations” means any quotation issued by the Seller to the Purchaser in respect of the Goods
• f) “Contract” means any contract between the Seller and the Purchaser for the sale and purchase of the Goods incorporating these Conditions

Unless otherwise stated in writing the following Conditions shall apply:

1. Quotations and Acceptance

• a) Quotations valid for thirty (30) days and represent no obligation until the Seller accepts the Purchaser’s Order.
• b) The Seller’s Conditions shall apply to the entire exclusion of those of the Purchaser and no variation thereof shall be binding upon the Seller unless and until accepted in writing by a duly authorised person on behalf of the Seller.

2. Price and Delivery

• a) Prices do not include VAT.
• b) Delivery will be EXW (Lisbon) and Goods will be packed to the Seller’s normal specification non-returnable packing. Carriage will be arranged at the Purchaser’s request and expense.  Any applicable COD charges will be added to the price of the Goods.
• c) Any delivery period quoted is an estimate only and commences from the Seller’s acknowledgement of the Purchaser’s order. Provided the Seller takes all reasonable steps to deliver the Goods at the time stated the Seller shall be under no liability for any delay or failure in delivery.
• d) The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately.
• e) Purchasers outside Portugal are responsible at their own expense for obtaining any import license required in the country of destination.  The Seller is responsible for seeking any necessary license to export from Portugal unless the Purchaser’s office issuing the order is located in Portugal.
• f) All Contracts for export from Portugal shall be in accordance with INCOTERMS 2020 Edition or any amendment or re-publication thereof for the time being in force at the date of the Contract.

3. Title and Risk

• a) Until the Seller receives the full invoice price of the Goods, the ownership thereof shall remain vested in the Seller notwithstanding their :
  i) delivery in whole or in part to or by the direction of the Purchaser
  ii) identification in the Contract or subsequently or
  iii) appropriation to the Contract by or with the assent of the Seller
• b) Risk in the Goods shall pass in accordance with the delivery and carriage terms stated in the Seller’s acknowledgement of order or in the absence of such statement on leaving the Seller’s premises.

4. Payment and Set-Off

• a) Payment for Portuguese deliveries shall be made by bank transfer against a pro-forma invoice in Euro unless credit is agreed ahead of order placement.
• b) Payments for exports from Portugal shall be made by bank transfer against a pro-forma invoice in either Euro or USD as agreed ahead of order placement.
• c) Any discounts specified by the Seller shall apply only where payment is received as indicated above. Payment shall not be withheld on account of any claim by the Purchaser against the Seller.  The Seller reserves the right to suspend deliveries where payment for any order, related or otherwise, has not been made by the due date and remains outstanding and/or to charge interest at at the supplementary rate of default interest, applicable to credits owned by commercial companies, in force at any given time and which, currently, in view of Notice No. 13486/2021, of June 30, amounts to 8%.
• d) In case of need to resort to court to collect the amounts owed, a penalty of 5% of the outstanding amount is due, with a minimum of €500.00, for expenses such as judicial and extrajudicial expenses, including attorney’s fees.
• e) If at any time any sum of money becomes payable by the Seller to the Purchaser under or in connection with the Contract or any breach thereof by the Seller, the Seller shall be entitled, in addition to any other rights of set-off conferred by law, to set-off against such sum any amount then due, or which may at any time thereafter become due, to the Seller from the Purchaser under the Contract or any other contract, order or transaction between the Seller and the Purchaser.

5. Description and Data

• a) Where the Seller is the manufacturer, Goods will be supplied substantially as described but the right is reserved to make design changes which do not lower their performance, affect their mechanical interchangeability or increase their price. Where the Seller is not the manufacturer, Goods will be supplied to the manufacturer’s current specification and finish.
• b) The Seller shall make every effort to ensure the accuracy of technical data or literature relating to the Goods, but the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data or literature.

6. Guarantee

• a) The Seller guarantees the Goods as follows:
  i) Subject to 7(a), the Seller guarantees at its discretion to refund the price of, or to repair or replace free of charge, any of the Goods found to its satisfaction to be defective within 12 months of the date of delivery owing to faulty design, materials or workmanship, provided that the Goods have not been modified or repaired other than by the Seller and have been operated, stored and maintained within the Seller’s recommendations for use.
  ii) In addition to i), the seller, where applicable guarantees the sealed chamber integrity of the Goods for their lifetime. If condensation appears in the inner chamber, the Seller will restore the inner chamber seal and its desiccant at no charge. Restoration of the inner chamber seal must be done at the Seller’s premises. The Seller shall bear the costs of shipping the product back to the Purchaser for any inner chamber integrity issues for the 12 months of the guarantee period specified in i). Upon expiry of the guarantee period, the Purchaser shall bear the costs of shipping the product to / from the Seller for any inner chamber integrity issues. Note, if the Purchaser continues to use the camera after condensation has appeared as determined by the Seller, the guarantee on the sensor and other inner chamber components is void.
  iii) In the case of Goods repaired or replaced by the Seller (except as described in ii) the guarantee shall terminate at the end of the original guarantee period
• b) Goods returned under this guarantee must be delivered to the Seller’s premises at the Purchaser’s expense accompanied by the Seller’s original packing note and a statement of the reason for the return. .
• c) If found not to be defective (or when the defect is attributable to the Purchaser’s design or materials Goods will be returned to the Purchaser at its expense and subject to a minimum testing charge of 15% of the invoice price plus VAT.
• d) The Seller’s liability under Conditions 6(a) and 7(a) is the sole liability of the Seller as regards the quality, fitness, description or correspondence with sample of the Goods. All other representations warranties conditions terms and statements in such regard, express or implied, statutory or otherwise, are excluded save where not capable of exclusion at law.
• e) The Purchaser shall inspect the Goods and notify the Seller of any defects or other non-conformance within 30 days from the date of delivery.
• f) Goods shall not be considered defective for the purposes of these Conditions unless
  i) they are not in accordance with any specification of the Purchaser accepted in writing by the Seller, or
  ii) if there is no such specification or to the extent that such specification is silent as to any aspect of the design, function, performance, tolerance, quality or characteristics of the Goods, the Goods do not conform to the Seller’s published information (if any) or otherwise to the standards which the Seller considers normal or usual for products of the kind sold at a similar price.The Seller is not in a position to ensure that the Purchaser’s specification is correct and/or sufficient for the purposes intended by the Purchaser and the Purchaser is solely responsible therefore.
• g) The Seller shall promptly supply service items at a price agreed at the time of requirement which the Purchaser may need to maintain or service Goods originally supplied by the Seller.

7. Goods not manufactured by the Seller

• a) Goods not manufactured by the Seller and all software are supplied on condition that the Seller’s liability in contract, tort or otherwise shall in no circumstances extend beyond the liability to the Seller of the manufacturer or supplier of such Goods or software. In particular, but without limitation, the benefits of the supplier/manufacturer’s guarantee or warranty attaching to the Goods or software shall be made available to the Purchaser and Condition 6(a) shall not apply.
• b) By ordering the Goods and/or software the Purchaser agrees to
  i) comply with the terms of any license granted to the Seller in respect thereof and
  ii) indemnify the Seller and keep it indemnified against any claim made by the relevant licensor against the Seller as a result of any act or omission on the part of the Purchaser.
• c) Details of the aforementioned guarantee, warranty and license (if applicable) are available on request from the Seller.

8. Force Majeure

The Seller shall have no liability in respect of failure or delay in delivery or in performance of any obligations under the Contract due to any cause outside the Seller’s control including but not limited to act of God, fire, floods, war, global pandemic, civil disturbances, riot, act of Government, currency restriction, industrial disputes, unavailability of materials or failure of supplier carrier or sub-contractor to deliver on time.

9. Price Variation

The Seller reserves the right to increase the price of the Goods in proportion to any increase of costs to the Seller between the date of acceptance of the order and the date of delivery (including without limitation costs relating to exchange rates, labour, materials, transport and taxes) or where the increase is due to any act or default of the Purchaser, including without limitation the cancellation by the Purchaser of part of any order or non-adherence to agreed call-off or schedules delivery arrangements.

10. Storage

When delivery is delayed for reasons attributable to the Purchaser or its agents a) storage and other additional costs will be charged to the Purchaser, b) the Goods will be at the Purchaser’s risk from the date of commencement of such delay, c) the original delivery date shall be the date of commencement of the guarantee and d) the Seller may invoice the price on the original delivery date.

11. Intellectual Property Rights

• a) The sale of the Goods and the publication of any information or technical data relating thereto does not imply, and the Seller gives no warranty as to, freedom from the patent, registered design or other intellectual property rights of third parties (whether arising or created before or after the date of delivery of the Goods) (“IPR”) in respect of the Goods or any particular application thereof or any method in which the Goods are used or disposed of or any combination of the Goods with or into any other product (whether or not supplied by the Seller), whether or not that application, method or combination is the only application, method or combination in which the Goods can be disposed of or used.
• b) The Purchaser warrants that any designs and specifications supplied or specified by it to the Seller will not involve the infringement of any IPR in the manufacture and sale of the Goods by the Seller.
• c) The Purchaser undertakes to indemnify and keep indemnified the Seller against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any IPR arising out of or in connection with the matters described in paragraphs a) and/or b) above.

12. US Export Control Regulations

• a) The Seller shall in no circumstances be liable for any damage, loss or claim howsoever occasioned by any act or omission on the part of the Purchaser in contravention of any regulations issued by the United States Government concerning the export of Goods, services or technology.
• b) Any Goods supplied by the Seller whose export from the Portugal is restricted by any aforementioned regulations shall not be exported by the Purchaser without the prior approval of the relevant authorities concerned with the administration of such regulations.

13. Tools

Tools made for the manufacture of Goods and the copyright therein remain the Seller’s property notwithstanding that the Purchaser may have been debited with any sum in respect of their cost.

14. Purchaser’s Items

Items supplied by the Purchaser for the Contract shall be of suitable quality and shall be provided free of charge in the quantities and at the times/required by the Seller.  Any defect in such items shall not entitle the Purchaser to rescind the Contract, reject the Goods, make deductions from the Contract price or claim damages in respect of such defect and the Purchaser shall indemnify and keep indemnified the Seller from and against all actions, demands, claims, proceedings, losses, or costs arising from the supply of defective items by the Purchaser.

15. Limitation of Liability

• a) Save in the case of personal injury or death caused by the negligence of the Seller and other than as provided in Conditions 6 and 7, the Seller shall not be liable in contract, tort, breach of statutory duty or otherwise for any loss, injury, destruction or damage suffered by the Purchaser whatsoever or howsoever arising out of or in connection with the supply of the Goods by the Seller.
• b) If for any reason the provisions of Conditions 6c), 11 and 15a) are of no effect in respect of a claim against the Seller , the Seller’s liability in respect of that claim shall in no event exceed the price paid for the relevant Goods by the Purchaser and the Purchaser shall indemnify the Seller against any such liability in excess of such price
• c) The Seller accepts no liability whether in contract, tort, breach of statutory duty or otherwise for any loss of use, profits or contracts or for any other form of consequential or indirect loss or damage

16. Cancellation and Returned Goods

• a) Cancellations will not be accepted for non-catalogued items. If the Seller agrees to accept cancellation or part cancellation of an order for catalogued items a charge of 20% of total order price will be made.
• b) Except as provided in Condition 6 no returns are permitted without the Seller’s previous agreement.
• c) Agreed returns other than under Conditions 6 and 7 must be at the Purchaser’s expense in original condition and, if tested by the Seller, will be subject to a minimum charge of 15% of invoice plus VAT.

17. Termination

If the Purchaser commits any breach of the terms and conditions of the Contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver or administrator is appointed over any part of the Purchaser’s business, the Seller may without prejudice to any rights which may have accrued or which may accrue to it terminate the Contract summarily by written notice.

18. Law

This Contract shall be construed according to and be governed by the Laws of England and any dispute shall be determined by the High Court of Justice in England to whose jurisdiction the Purchaser and Seller submit.

19. Confidentiality

The Contract and its subject matter are confidential and shall not be disclosed or used for any unauthorised purpose.