Terms and conditions
ATMOLAB, informacijske in računalniške storitve, d.o.o., Zadobrova 39c, 3211 Škofja vas Registration Number: 7217749, VAT ID Number: SI 52958434 represented by the director Jure Dolinar (hereinafter reffered to: ATMOLAB)
Atmolab Terms and Conditions 2024
1. Order/Contract
These general terms and conditions govern the supply of products and services by Atmolab to customers who are business entities. These general terms and conditions do not apply to the supply of products and services to customers who are consumers as defined by the Consumer Protection Act and European consumer legislation.
By placing a written order, the customer accepts these general terms and conditions as well as any special conditions mentioned in any offer proposal presented to the customer by Atmolab. Atmolab will issue an offer to the customer based on the customer’s written order. The offer is considered accepted when the customer pays the advance specified in Atmolab’s offer. The contract is concluded when Atmolab sends the customer a written confirmation of the order.
Standard Products: The customer’s written orders must include the Atmolab product model name or the Atmolab offer number.
Custom Products: The customer’s written orders must include all the technical specifications of the product requested by the customer. Atmolab will notify the customer as soon as possible of any inadequacies or deficiencies in the order.
Custom products can be adapted to the customer’s preferences in the parts explicitly listed in point 1.b of Appendix 1.
Product/Functionality Development Service: The customer’s written orders must include all desired product features or functionalities. For the purpose of product/functionality development, Atmolab and the customer will conclude a special contract regulating their mutual rights and obligations.
These general terms and conditions replace any conflicting provisions in the customer’s order. In the event of any inconsistency between these general terms and conditions and individual contracts/orders or special agreements entered into between Atmolab and the customer, the latter shall prevail.
2. Product Specifications
The specifications of Atmolab products, particularly images, drawings, plans, weight data, dimensions, and performance figures, etc., published on Atmolab’s website and in brochures, are intended to be accurate and correct but are considered only approximate/average data. Such specifications and data do not, in any case, constitute a quality guarantee but are provided merely to describe or label the products.
3. Prices
The price lists published or the prices stated in written offers by Atmolab are in euros and are the only valid prices. Any additional services will be charged separately.
Unless expressly agreed otherwise, prices are stated “ex works” (EXW INCOTERMS 2010) Atmolab, in accordance with these general terms and conditions. The customer bears all additional costs of transportation, customs duties, taxes, insurance, and export licenses, etc., if required. The stated prices do not include and the customer agrees to pay any government or local charges, VAT, or any other applicable fees. The prices listed are valid for 30 days unless otherwise stated in Atmolab’s offer.
The published or informally communicated prices of products and services may change without prior notice.
The prices listed in Atmolab’s accepted written offers or contracts will remain unchanged until the fulfillment of the offer or contract.
4. Terms of Payment
Orders for delivery to customers must be paid in full in euros (EUR), unless expressly agreed otherwise. Atmolab only accepts bank transfers.
5. Delivery
Unless expressly agreed otherwise, Atmolab will deliver the products under the “ex works” (EXW INCOTERMS 2010) clause in accordance with these general terms and conditions. To expedite the delivery time, Atmolab will make reasonable efforts to assist the customer in obtaining export licenses from the EU.
Delivery deadlines are binding only if expressly agreed in writing. Delivery times start from the date of Atmolab’s written order confirmation, but never before all details regarding the order have been finalized.
Atmolab specifies the estimated delivery timeframe in the offer. Atmolab will make every effort to fulfill the order within the estimated delivery time. Delivery times may be altered if parts or material used for the production of Atmolab’s products, supplied by its manufactor, does not arrive by the agreed date between the parties. Atmolab will notify the customer of any potential delivery delays in the written order confirmation. The general estimated delivery time for standard products is 6-8 weeks from Atmolab’s written order confirmation.
Atmolab is not liable for any direct or indirect damage caused by delays in delivery.
6. Export Conditions
Atmolab points out that the supply of products may be subject to restrictions and prohibitions in accordance with export-import control laws.
Where products are supplied for export from the EU, the customer is responsible for complying with the laws or regulations governing the export/import of the products to the destination country and for paying any applicable duties on these products.
The customer fully indemnifies Atmolab for any damage caused by their failure to comply with applicable export-import control regulations. In this regard, the customer agrees to indemnify Atmolab against any claims made by third parties.
7. Transfer of Risk/Insurance
Unless expressly agreed otherwise, the customer assumes the risk associated with the shipment. The risk is transferred to the customer as soon as the goods are handed over to the person taking charge of the shipment.
If shipment is delayed due to reasons attributable to the customer, the risk of accidental deterioration, loss, and destruction passes to the customer upon notification of Atmolab’s readiness to ship. Any storage costs incurred after the transfer of risk shall be borne by the customer. This does not affect any
other claims that Atmolab may have against the customer.
If the customer does not collect the product within 8 days of receiving notice of Atmolab’s readiness to ship, Atmolab reserves the right to charge storage fees amounting to 1% of the order value for each day of delay. After 3 months from the dispatch of the notification of readiness to ship, Atmolab has the right either to deliver the product to the customer’s address at the customer’s expense or to destroy the product and retain the full payment.
Unless expressly required in the customer’s order, Atmolab will not provide insurance for the shipment.
8. Delivery Terms
All Atmolab products are properly packaged. Unless expressly agreed otherwise, responsibility for the shipment of products lies with the customer.
9. Warranties
Atmolab guarantees that the products conform to the specified specifications and are free from defects in material or workmanship during the warranty period as stated in this section.
No product shall be deemed defective due to normal wear and tear, external factors (e.g., installation methods; characteristics or quality of installation/integration and platform; user skill level; impact of other equipment used with the products) or improper storage, handling, installation, operation, or maintenance of the products, particularly if these are contrary to general industry practices or Atmolab’s installation, usage, and maintenance manuals.
The warranty is valid provided that Atmolab products are used in full compliance with Atmolab’s manuals (User Manual, Interface Control Document, and Communication Protocol Software Manual).
The warranty is valid only if the products are maintained by an authorized Atmolab service provider. Any unauthorized opening of the system or product will result in an automatic voiding of the warranty.
The warranty applies to all Atmolab products as a whole and to all hardware and software integrated into Atmolab products. The standard warranty period, as per sections 9a and 9b, is twelve (12) months.
The customer can choose an extended warranty. The request for an extended warranty must be included no later than in the order. The costs of the extended warranty must be paid in advance and will be added to the customer’s invoice and specified in Atmolab’s written offer.
9a. Standard Products
The warranty shall be valid for twelve (12) months from the date of delivery of the product.
9b. Custom Products
For custom-made products, Atmolab guarantees that they are free from manufacturing defects and that they conform to the written specifications and expected functionalities approved by Atmolab. The warranty is valid for twelve (12) months from the date of delivery of the custom product to the customer.
9c. Product/Functionality Development Service
Atmolab does not guarantee that the result of the development will fully meet the goals and functionalities defined in the contract. Atmolab will make every effort, with the diligence of a competent professional, to achieve the goals and functionalities of the product outlined in the development contract (best-effort obligation).
The rights and obligations of the contracting parties regarding the development of the product/functionality, including Atmolab’s warranty, shall be regulated in a separate agreement.
The following provisions regarding warranty claims apply to both standard and custom products:
- All product defects must be immediately reported to Atmolab with a written Customer Report, attached telemetric data and video files (if available), and any other information related to the defect.
- The warranty is valid only if the Report and information about the product defect (e.g., valid telemetric files and required documents) are delivered to Atmolab within the warranty period, and if Atmolab determines that the defect falls under the warranty conditions.
- Atmolab’s obligations regarding the return of products covered by the warranty are limited to repairing the product, replacing it, or refunding the purchase price for the warranted product. The decision on the course of action lies solely with Atmolab.
- Atmolab will provide appropriate resources and professionals to investigate the cause of the defect within a reasonable time and will provide the customer with feedback on the cause within a reasonable time frame.
- If the defect is due to operator error, exceeding product operating limits, neglecting the operator’s duty of care, failure to follow procedures outlined in the product documentation, or other events not covered by the warranty, the customer agrees to pay for the investigation at Atmolab’s standard engineering rate of €80 per hour, along with any additional costs such as engineering tests and calibrations. If the defect is not covered by the warranty, Atmolab will inform the customer within a reasonable time.
- If the product needs to be sent to Atmolab for investigation, regardless of the cause of the defect, the customer agrees to cover all shipping costs to and from Atmolab in advance. Atmolab will cover reasonable return shipping costs for products returned under warranty.
- If the warranty claim is valid and Atmolab products are replaced or significantly repaired, the warranty period will restart with the replacement or return of the repaired product. If only part of the product is replaced or repaired, the warranty period will restart only for that part.
10. Limitation of Liability
In the event of a breach of contractual obligations or supply errors, Atmolab is only liable for damages or costs caused by Atmolab’s intentional or grossly negligent actions.
Unless Atmolab negligently breaches a fundamental contractual obligation, liability for damages is limited to typical foreseeable damages. Liability for indirect damages is excluded. Fundamental contractual obligations are those that are essential to the contract and upon which the customer can rely.
Atmolab’s total liability for all claims of any kind arising out of or related to performance or breach of the contract with the customer shall not exceed (i) the purchase price or (ii) for multiple orders, the price of each individual order for all claims arising out of or related to that order.
The exclusions and limitations of liability in the preceding paragraphs do not apply in cases where Atmolab maliciously concealed a defect, in the event of damage resulting from death, injury to health, or bodily harm, or where product liability laws impose mandatory provisions that cannot be excluded.
Atmolab is not liable for any damage to property caused by products after delivery and while in the possession of the customer. The customer assumes all responsibility for damage and losses occurring during the operation of the product. Atmolab is not responsible for any damage to products manufactured by the customer or products that form part of the customer’s product.
In no event shall Atmolab be liable for loss of profits or revenues, loss of use of equipment or systems, business interruption, replacement energy costs, capital costs, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims by the customer’s customers for any such damages. Atmolab is not liable for advice or assistance that is not required under the scope of the work under the contract.
The customer is solely responsible for compliance with any legal, regulatory, and safety requirements concerning the use of Atmolab products. The customer agrees to thoroughly test such systems and the functionality of Atmolab’s products as used in such systems before use or distribution.
The limitations and exclusions in this section apply regardless of whether the claim is based on contract, warranty, indemnity, tort (including negligence), strict liability, or any other legal basis.
11. Indemnification
If Atmolab assumes liability to a third party for property damage in accordance with the preceding provisions of these terms and conditions, or for personal injury, the customer must indemnify Atmolab and its representatives, employees, shareholders, agencies, subcontractors, agents, and affiliated companies for all damage or costs that Atmolab or the aforementioned parties incur or have paid due to such damage or related claims, including reasonable legal or attorney fees. The customer must also hold Atmolab harmless from any subsequent liability. If a third party asserts a compensation or other property claim against any party to these general terms and conditions, that party must immediately notify the other party of the claim.
12. Data Protection
If Atmolab processes personal data about the customer, their employees, shareholders, or representatives during the negotiation, performance, and termination of the contract, it will process and handle such data in accordance with the Slovenian Personal Data Protection Act (ZVOP-2) and the General Data Protection Regulation (GDPR).
13. Retention of Ownership Rights
Atmolab retains ownership rights over the delivered products until all claims by Atmolab, including existing and future claims from the overall business relationship, have been fully satisfied.
The customer may further process, pledge, sell, or transfer the products, which are subject to Atmolab’s retention of ownership, only in the ordinary course of business and with prior written consent from Atmolab. The retention of ownership also extends to any products that may result from the further processing of Atmolab’s products. If products are processed, mixed, or reconstructed with other products not owned by Atmolab, Atmolab acquires co-ownership of the combined product in proportion to the monetary value of the combined product and other components at the time of processing. It is the customer’s duty to store and manage the resulting joint product appropriately.
In the event of further resale of Atmolab’s product, the customer transfers all claims, including all associated ancillary rights and securities, arising from such resale to Atmolab, and Atmolab accepts this transfer. Upon request, the customer must disclose the names and addresses of its buyers, as well as the claims, amounts, and securities arising from such sales. If Atmolab allows it, and without affecting Atmolab’s exclusive rights to the assigned claims, the customer may collect the claims assigned to Atmolab in its own name but on behalf of Atmolab.
14. Intellectual Property Rights
All intellectual property rights related to Atmolab products belong to Atmolab. Unless explicitly agreed otherwise, Atmolab retains all rights to technical data and information, whether patentable or not, arising from the production of standard products, custom products, and the development of functionalities.
All software or hardware, designs, drawings, data, inventories, procedures, offers, and other technical information, if any, provided by Atmolab, remain the property of Atmolab and must be treated as confidential by the customer. The customer may not reproduce, use, or disclose such information to others without Atmolab’s written consent.
Based on Atmolab’s knowledge in the production of standard products or the use of any trademarks or names in marketing and selling standard products, Atmolab has not violated any third-party intellectual property rights. Nonetheless, the sale of products bearing the Atmolab trademark should not be understood as a guarantee that Atmolab has not infringed on copyrights.
The customer guarantees that the use of any product purchased from Atmolab does not infringe on any proprietary rights or intellectual property rights of third parties. If the customer purchases a custom-made product, the customer additionally guarantees that they have ownership or other rights to the specific design and/or specifications provided to Atmolab, and that no third party has any proprietary or other claims to these specifications unless they are already in the public domain. The customer will indemnify Atmolab for any damages, provide protection, and hold Atmolab harmless from all liabilities arising from the infringement of third-party intellectual property rights resulting from Atmolab’s compliance with the customer’s specific design or product specifications, or from the use of the products in combination with other products.
All intellectual property rights arising from the production of custom-made products, insofar as they do not already belong to a third party, become the absolute property of Atmolab. If not transferred immediately, the customer will do everything reasonably necessary to ensure that such rights are transferred to Atmolab by carrying out appropriate actions or entering into agreements with third parties.
15. Force Majeure
Any failure by Atmolab or the customer to fulfill contractual obligations will not be considered a breach, nor will it provide grounds for any claim for damages or other claims if, and to the extent that, such failure is caused by an act, event, or occurrence beyond reasonable control, and not due to the fault of the party seeking protection under this clause (“force majeure event”). This includes, but is not limited to, unusually severe weather conditions, fires, floods, earthquakes, quarantines, blockades, labor disputes, strikes, government actions, war, sabotage, explosions, epidemics, lightning, injunctions, uprisings, civil disturbances, or any other similar events.
Upon the occurrence of any force majeure event, the affected party must (i) notify the other party of such an event within ten (10) working days and (ii) make all reasonable efforts to mitigate the impact of the force majeure event on the production or payment for the products, as appropriate, and restore the ability to continue fulfilling the agreement. If a force majeure event truly prevents Atmolab from performing its obligations, Atmolab has the right to adjust the schedule and price accordingly.
Atmolab is not liable for any loss or damage caused in any way by such a delay, suspension, or termination of the contract or part thereof resulting from a force majeure event.
16. Waiver
A waiver of any right or remedy is only effective if provided in writing and is not considered a waiver of any subsequent breach or failure to perform. Any delay, failure to act, or partial exercise of any right or remedy will not be considered:
- A waiver of that or any other right or remedy; or
- A limitation on or restriction of the further exercise of that or any other right or remedy.
17. Severability Clause
If any provision of these terms and conditions is found to be invalid or unenforceable by any court of competent jurisdiction, administrative body, or relevant regulator, this does not affect the validity of the other provisions of these terms and conditions. The parties agree to replace any invalid provision with a valid one that most closely matches the economic and legal intent of the invalid provision.
18. Governing Law and Jurisdiction
The interpretation, validity, and performance of these terms and conditions, and all legal relationships between Atmolab and the customer, shall be governed by Slovenian law. Any disputes between Atmolab and the customer will be attempted to be resolved amicably. If that is not possible, the competent court in Ljubljana will have jurisdiction over the resolution of disputes.
18. Final provisions
The general terms and conditions are published on Atmolab’s website, https://atmolab.eu/business/terms-conditions/. These terms and conditions may be updated from time to time. Each version of the general terms and conditions is dated.
Atmolab d.o.o., April 18, 2024 (Version 1.1)