Terms and conditions
ATMOLAB, informacijske in računalniške storitve, d.o.o., Vič 66, 2370 Dravograd Registration Number: 7217749, VAT ID Number: SI 52958434 represented by the director Jože Laznik (hereinafter reffered to: ATMOLAB)
Atmolab Terms and Conditions 2020
1. Purchase order/Agreement
Any delivery of products and services by Atmolab to the Buyer shall be subject to the Terms and Conditions set forth herein.
Buyer’s written Purchase order must include a specification of Atmolab’s part numbers or full details of any special requirements. Submission of a Purchase Order shall constitute acceptance of Atmolab Terms and Conditions, set forth herein and in any Quotation provided by Atmolab. All purchase orders are subject to written acceptance by Atmolab.
These Terms and Conditions shall supersede any inconsistent provisions contained on Buyer’s Purchase Order.
If there is any discrepancy between these Terms and Conditions and the individual Agreements concluded between Atmolab and the Buyer the latter shall prevail.
2. Product Specifications
Specifications of Atmolab’s products, especially pictures, drawings, data about weight, measure and capacity etc. contained on Atmolab’s website, quotations, offers and brochures are intended to be accurate, but are to be considered as average data. Such specifications and data shall in no way constitute a quality warranty but merely a description or labelling of the products.
The published prices or prices quoted in the written acceptance of Atmolab are in Euros and shall solely apply. Additional services will be invoiced separately.
Unless otherwise expressly agreed, the prices are quoted “ex works” (EXW INCO- TERMS 2010) of the Atmolab’s company using these Terms and Conditions. The Buyer shall bear all additional freight, duty and insurance fees and export licenses if required. Prices quoted are exclusive of, and Buyer agrees to pay, any state or local excise, sales, use, VAT, personal property or any other tax. Prices quoted are held for 30 days, unless quoted otherwise.
Published prices are subject to change without notice. Failure to object to the price change within 3 working day after the receipt of Atmolab’s written acceptance, which includes notice of price changes shall be deemed as acceptance of price change.
4. Terms of payment
Orders for delivery to Buyers must be fully prepaid in Euros, unless expressly agreed otherwise. Atmolab only accepts bank wire transfers.
Unless otherwise expressly agreed, Atmolab shall deliver “Ex works” (EXW INCO- TERMS 2010) of the Atmolab’s company using these Terms and Conditions.
Delivery periods shall only be binding if expressly agreed in writing. Delivery periods shall begin on the date of the written acceptance of the Purchase order by Atmolab, however, in no case prior to settlement of all details relating to a Purchase order.
After acceptance of an order, Atmolab will provide an estimated delivery date and will use its best efforts to meet the estimated delivery date. Delivery dates are subject to change if property or material used for production of Atmolab’s products to be supplied by Manufacturer of parts or material does not arrive by the date mutually agreed to by the parties. Atmolab is not responsible for any consequential damage caused by late delivery. Atmolab will notify Buyer of any anticipated delay in delivery. General estimated date of shipping for Standard products is 6-8 weeks from the written acceptance of the Purchase order.
With respect to delivery periods and dates, which are not expressly defined as fixed, the Buyer shall give Atmolab – three days after expiry of defined delivery period an adequate grace period for delivery. Atmolab may only be deemed to be in default after the expiry of such grace period.
6. Export Terms
Atmolab points out that the delivery of products may be subject to restrictions and prohibitions under the export – import control law.
Where the products are supplied for export from the EU, the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the products into the country of destination and for the payment of any duties thereon.
The Buyer shall be liable towards Atmolab to the full extent for any damages caused by the Buyer due to a culpable failure to observe applicable export – import control regulations. In this respect, the Buyer shall hold Atmolab harmless from any thirdparty claims.
7. Transfer of risk/Insurance
Unless otherwise expressly agreed, shipment shall always be carried out at the Buyer’s risk. The risk shall transfer to the Buyer as soon as the goods have been handed over to the person executing the shipment.
If a shipment is delayed for reasons to be attributed to the Buyer, the risk of accidental deterioration, loss and destruction shall pass to the Buyer on notification of Atmolab’s readiness to ship. Required storage costs after passing of risk shall be borne by the Buyer. This shall not affect any other claims.
If the Buyer defaults in accepting, Atmolab shall be entitled to claim refund of any expenditure associated therewith and the risk of accidental deterioration, loss and destruction shall pass to the Buyer.
Unless expressly requested otherwise in the Buyer’s Purchase order, Atmolab will not provide insurance for the shipment.
8. Shipping Terms
All Atmolab’s products are properly packaged. Unless expressly agreed otherwise, the shipment of the products is Buyer’s responsibility.
Atmolab products are warranted to meet the stated specifications, and to be free from defects in material or workmanship within the Warranty period set out in this Article.
No product shall be deemed defective by reason of normal wear and tear, impact of Variables (e.g. installation methods; mounting and platform characteristics; operator skills; other equipment used with the products; and environmental and actual climatic conditions), or Buyer’s failure to properly store, secure, install, operate, or maintain the products in accordance with good industry practices and Atmolab’s operational and maintenance manuals.
Warranty is valid provided that Atmolab’s products are used in full compliance with Atmolab’s operational and maintenance manuals (maintenance manuals, operating manuals etc.) and provided that original parts were not replaced with parts and/or materials, which are not in accordance with the original specifications by Atmolab.
The warranty is applicable only when products are maintained by Atmolab authorized service.
Warranty applies to all Atmolab’s products as a whole and all hardware and software products integrated in Atmolabs products. Standard warranty pe-riod in accordance with Articles 9a. and 9b is twelve (12) months. Buyer may choose Extended warranty, which is valid for twenty-four (24) months. The request for extended warranty must be made at latest in the Purchase order. Cost of extended warranty are prepaid and added to Buyer’s invoice.
9a. Standard Products
The warranty shall be valid for twelve (12) months from invoice date.
9b. Custom Products
Specially manufactured or custom products are warranted to be free from manufacturing defects and meet the Buyer’s written specifications only. The warranty shall be valid for twelve (12) months from invoice date.
The following provisions regarding warranty claims are applicable to Standard products and Custom products:
- Any manufacturing defects must be promptly reported to Atmolab in written report by Buyer, provided together with the telemetry files and video files (if applicable) and any other information available and related to that
- This warranty is only applicable if the report and information of the manufacturing defect (e.g. valid telemetry files and requested documents) are submitted to Atmolab within the Warranty period and if Atmolab determines the defect is covered with the terms of this
- Atmolab’s obligations, with respect to applicable warranty returns, are limited to repair, replacement, or refund of the purchase price actually paid for the product, at Atmolab’s sole option.
- Atmolab will provide reasonable resources to investigate the defects cause and provide the Buyer with the feedback on the root cause.
- In case the defect was caused by operator error, exceeding the operational limits, operator negligence, or failure to follow the procedures outlined in the product documentation or other events, which are not covered under warranty, Buyer agrees to pay for the investigation at Atmolabs’s standard rate of 80 EUR/hour plus any additional expenses such as engineering tests, flight tests, and In case the defect is not covered under warranty, Atmolab will immediately inform the Buyer.
- In case the product needs to be sent to Atmolab for investigation, regardless of the root cause of the defect, Buyer agrees to initially cover all expenses of shipping the product to Atmolab and from Atmolab. Atmolab shall bear reasonable returning shipping costs of items returned under
- If the warranty claim is justified and Atmolab’s products are replaced or significantly repaired the Warranty period shall recommence from the replacement or return of the repaired If only a part of the product is replaced or repaired the warranty period shall only recommence for such part.
10. Limitation of Liability
In case of a breach of contractual obligations and defective deliveries, Atmolab shall only be obliged to compensate damages or expenses – subject to any other contractual or statutory conditions for liability – if Atmolab has acted intentionally or with gross negligence.
Unless Atmolab negligently violate a major contractual obligation, liability for damages is limited to typical foreseeable damage. Liability for indirect damage is excluded. Major contractual obligations are those whose fulfilment characterize the contract and on which the Buyer may rely.
The total liability of Atmolab for all claims of any kind arising from or related to the performance or breach of the contract with the Buyer, shall not exceed the (i) purchase price, or (ii) if Buyer places multiple order(s), the price of each particular order for all claims arising from or related to that order.
The liability of Atmolab for losses caused by late delivery in accordance with Article 5. shall be limited to 5% of the agreed purchase price.
The exclusions and limitations of liability in previous paragraphs shall not apply in cases where Atmolab has maliciously failed to disclose a defect, in case of damages resulting from death, injury to health or physical injury or where the laws on product liability impose overriding liabilities which cannot be excluded.
Atmolab shall not be liable for any damage to property caused by the products after having been delivered and while they are in the possession of the Buyer. Buyer accepts all responsibility for damage and loss caused during the operation of the product. Atmolab shall not be liable for any damage to products manufactured by the Buyer, or to products of which the Buyer’s products form a part.
Under no circumstances shall Atmolab be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, downtime costs, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims of Buyer’s customers for any of the foregoing types of damages. Atmolab shall not be liable for advice or assistance that is not required for the work scope under the contract.
Atmolab cannot be liable and responsible for the usage of its products as a part of UAV systems. The Buyer is solely responsible for compliance with all potential legal, regulatory, and safety-related requirements concerning the use and application of Atmolab’s products. Buyer agrees that prior to using or distributing any systems that include Atmolab’s products, Buyer will thoroughly test such systems and the functionality of products as used in such systems.
The limitations and exclusions in this Article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extracontractual liability (including negligence), strict liability or otherwise.
If Atmolab incurs liability towards any third party for damages to property as described in the previous Article, or for personal injury, the Buyer shall indemnify, defend and hold harmless Atmolab and its officers, employees, subsidiaries, affiliates and distributors against all claims, costs, damages, expenses, and reasonable attorney fees. If a claim for damages is asserted by a third party against one of the parties, such party shall forthwith inform the other party thereof in writing.
12. Return Policy
Standard products: If the purchased standard product does not meet the Buyers expectations, Buyer may return the product within 15 days upon the receipt of the product. Atmolab shall refund the Buyer the purchase price, less a 20% restocking fee. Prior to return of the product, Buyer must obtain a RETURN CODE, supplied by the Atmolab. No product will be processed without a RETURN CODE. Buyer should then pack the product carefully and return it to Atmolab, freight prepaid, together with an explanatory note and the RETURN CODE. The returned product must be in the original package and free of any defect or damage caused by shipping.
Custom products: Custom products may not be returned on the grounds of not meeting the Buyer’s expectations. If the Buyer believes that they do not meet Buyers’s specifications or contains a manufacturing defect Article 9. is applicable.
13. Retention of title/ Ownership reservation
Atmolab reserves the right of ownership of the delivered products until complete fulfillment of all of Atmolab’s claims, including those already incurred and future claims against the Buyer from the common business relationship.
The Buyer may further process or re-sell the products, which are subject to retention of title by Atmolab, in the normal course of business; provided, however, that pledging or protective conveyance of the products may only be made upon prior written approval of Atmolab. Atmolab’s retention of title shall also extend to such goods as may result from further processing of Atmolab’s products. By processing, mixing or reconstructing the joint product with other products, not our property, we gain shared ownership of the resultant product in proportion of the monetary value of the joint product and other component products at the time of processing. It is the duty of the Buyer to store and control the resultant product with appropriate care.
The Buyer hereby assigns to Atmolab now, in the event of resale, all debts including all ancillary rights and collateral security, accruing to him in respect of his buyers from the resale of the purchased products, and Atmolab hereby accept the assignment. The Buyer, upon demand, shall disclose to us the names and addresses of his buyers as well as the accounts receivable and amounts due resulting from such sales. Unless revoked by Atmolab and without prejudice to Atmolab’s sole title in the assigned receivables, the buyer may collect the receivables assigned to Atmolab in his own name, but for Atmolab’s account.
14. Intellectual Property Rights
All Intellectual Property Rights in or arising out of or in connection with Atmolab’s products shall be owned by the Atmolab. Unless expressly agreed otherwise Atmolab shall retain all rights to technical data and information, whether patentable or not, arising out of or evolving as a result of the manufacture of Standard and Custom products.
All drawings, data, inventories, procedures, quotations and other technical information, if any, supplied by Atmolab shall remain the property of the Atmolab and shall be held in confidence by Buyer. Buyer shall not reproduce, use or disclose such information to others without Atmolab’s written consent.
To the best of the Atmolab’s knowledge Atmolab has not, in the production of the Standard products or in the use of any trademarks or names in the marketing and selling of the Standard products infringed upon any intellectual property rights of any third party. The sale of the products bearing the Atmolab Trademarks shall not however be construed as a warranty of non-infringement by the Atmolab.
Buyer warrants that the use of any product purchased from Atmolab shall not infringe on the proprietary rights of third parties. If Buyer has purchased a Custom product, Buyer further warrants that it has proprietary rights to the specific requirements regarding design and/or specifications provided to Atmolab and that no thirdparty has any proprietary claim to the specifications, other than as may exist in the public domain. The Buyer shall indemnify Atmolab against all liabilities for infringement of third-party intellectual property rights arising from Atmolab compliance with the Buyer’s specific requirements regarding design or specification for the products or arising from the use of the products in combination with other products.
All Intellectual Property Rights produced from or arising as a result of the production of a Custom product shall, so far as not already vested, become the absolute property of the Atmolab, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Atmolab by the execution of appropriate instruments or the making of agreements with third parties.
15. Force Majeure
Any failure of performance by either Atmolab or Buyer shall not constitute default hereunder or give rise to any claim for damages or otherwise if, and to the extent caused by, an act, event or occurrence beyond the reasonable control of, and not resulting from the fault of the party claiming the protection of this section (an event of “Force Majeure”) including, but not limited to: unusually severe weather conditions, fires, flood, earthquakes, quarantine, blockade, labor disputes, strikes, governmental authority, war, sabotage, explosions, epidemics, lightning, injunctions, insurrection, civil strife, or any other similar events.
Upon the occurrence of any event of Force Majeure, the affected party shall (i) within ten (10) business days inform the other party of such event and (ii) diligently pursue all reasonable efforts to minimize the effect of any such event of Force Majeure on the production of the products or the payment of the products, as the case may be, and to restore such party’s ability to perform hereunder. To the extent that any event of Force Majeure actually delays Atmolab’s ability to perform hereunder, Atmolab shall be entitled to an equitable adjustment to the schedule and the price.
Atmolab shall be under no liability whatsoever for any loss or damage arising in any way out of such delay suspension or termination of the Contract or any part thereof.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
- waive that or any other right or remedy; or
- prevent or restrict the further exercise of that or any other right or
In the event that one of the provisions should, for whatever reason, be held void, invalid or unenforceable by any court of competent jurisdiction, this shall not affect the validity of the other provisions of these Terms and conditions. The contracting parties undertake to replace the invalid regulation with a valid one which comes closest to the economic intent of the invalid regulation.
18. Governing Law and jurisdiction
This Terms and conditions and individual contract concluded on ground of Terms and conditions shall be governed by and construed in accordance with the laws and regulations of Slovenia. Any disputes arising under this Agreement or in relation thereto that cannot be settled by mutual agreement of the contracting parties shall be referred to the competent court in Ljubljana.
18. Final provisions
Terms and conditions can be subject to change from time to time. Each version of these Terms and conditions is dated.
Atmolab d.o.o., on 25.06.2020 (Version 1.0)