GENERAL TERMS & CONDITIONS OF SALE

  All orders accepted by ARUN Technology Limited (ATL) are subject to the Terms and Conditions of Sale set out below: (Version updated September 2018)

  

  1. GENERAL

 

  • All orders for products and services accepted by ARUN Technology Limited (ATL) are subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by ATL unless agreed in writing by an authorised signatory of ATL or expressly stated otherwise in these terms and conditions of sale.
  • All descriptions of the products and services contained on the ATL website or otherwise communicated to any purchaser of such products or services (the “Buyer”) are approximate only and shall not form any part of the contract between ATL and the Buyer. ATL shall not be liable to the Buyer for any errors of omissions on the ATL website, the ATL catalogue or other product advertisement. The advertising of products and services on the ATL website is not an offer capable of acceptance; it merely constitutes an invitation by ATL for the Buyer to make an offer to purchase products and services. ATL’s acceptance of the Buyer’s order will take place when ATL confirms pricing and delivery dates to the Buyer in writing, at which point a contract will come into existence between ATL and the Buyer.
  1. PRICES
  • The prices of the products and services are as set out on the ATL Price Book. ATL reserves the right to change prices without prior notice at any time.
  • All prices are quoted subject to revision or withdrawal without prior notice. All prices of orders for forward delivery are subject to ATL’s right to increase them if they are affected by general increases in cost of labour or raw material or other unforeseen causes, and all orders are accepted by ATL on that understanding. All prices are quoted for delivery to designated site for UK destinations unless otherwise agreed and carriage and packing will be charged for. Unless otherwise specified, VAT or any other tax or duties payable by the Buyer, shall be added to the price and all quotations are exclusive of VAT unless otherwise stated.
  • Refer to Clause 9 regarding export pricing.
  • ATL reserves the right to withdraw the quotation at any time prior to ATL’s acceptance of the Buyer’s order. All quotations are exclusive of VAT unless otherwise stated.
  1. ORDERING

 

  • ATL reserves the right to decline to trade with any company or person. ATL may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Buyer by telephone or email within a reasonable period of receipt of the order by ATL. Further, ATL may cancel orders which have been accepted by giving written notice of such cancellation to the Buyer by telephone or email within a reasonable period of receipt of the order by ATL. If ATL rejects or cancels an order for which payment has been taken, it will refund the amount to the Buyer as soon as reasonably practicable.
  • No cancellation of an order will be effective unless in writing and until accepted by ATL. ATL reserves the right to refuse or accept any cancellation of an order. If ATL agrees to accept cancellation of any particular order, the Buyer shall, without prejudice to any other rights of ATL in respect of such order, pay to ATL on demand the value of the goods already manufactured in respect of such order and any non-recoverable costs incurred by ATL up to the date of cancellation.
  1. PAYMENT

 

  • All invoices are NET unless otherwise stated and no settlement discount is allowed
  • For UK transactions, payment is due 30 days from the date of invoice except where ATL stipulates “Pre-payment with Order” terms.
  • For export sales, the payment terms will be stipulated for each transaction in default of which sub clause 4.6 shall apply.
  • ATL reserves the right to charge interest at the rate of 3% per calendar month on any monies outstanding beyond the due date. Interest will be charged on monies outstanding beyond the due date until receipt by the Seller of the full amount.
  • No special terms of payment will be operative unless confirmed in writing by ATL. ATL reserves the right to suspend or cancel any unfulfilled order where payment for any previous order remains outstanding after due date of payment or where, in the reasonable opinion of ATL, the Buyer is unlikely to be able or willing to pay his debts as they fall due.
  • If ATL has not granted credit to the Buyer, payment terms are cash with order. Otherwise, unless agreed between ATL and Buyer, terms will be as follows:
    • 50% deposit at time of order and the remaining 50% when goods are ready to ship;
    • 40% deposit at time of order, 40% when goods are ready to be shipped and remaining 20% due 30 days after goods have been shipped and invoiced.
  1. DELIVERY
  • Subject to any cancellation, substitution or non-fulfilment of Buyer’s orders in accordance with clause 3 (Ordering), ATL will deliver the products specified in the Buyer’s order.
  • ATL will aim to deliver products in accordance with the times and dates for delivery quoted or sent under acknowledgement. Quoted Delivery Times are approximate only and ATL shall not be liable for the consequences of any delay in delivery.
  • Delivery dates not mentioned in any quotation, acknowledgement of order or elsewhere are approximate and not of any contractual affect and ATL shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. Delivery shall be collected at ATL’s premises unless otherwise stipulated or agreed by ATL. ATL will charge for delivery other than collection at its premises. If the Buyer refuses or fails to take delivery of the goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery and/or shipment of the goods, ATL shall be entitled to terminate the contract with immediate effect and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure. Unless other wise expressly agreed, ATL may affect delivery in one or more instalments. Where delivery is affected by instalments; each instalment shall be treated as a separate contract.
  1. INSPECTION, DELIVERY DELAYS AND NON-DELIVERY
  • The Buyer must inspect the products as soon as is reasonably possible after delivery or collection. The Buyer shall, within 10 days of the date of delivery or collection or, in the case of sub-clause IV below, the Quoted Delivery time or any updated estimated date for delivery, give notice to ATL in detail of:
    • Any defect in the product that is apparent on reasonable examination. In this case ATL shall, at ATL’s discretion, replace the products or refund the purchase price. In any event, the Buyer must refuse parcels delivered to it in a damaged condition;
    • Any shortfall in products delivered. In this case, ATL shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products.
  • If the Buyer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Buyer shall be deemed to have accepted the products accordingly. ATL’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Buyer, unless proved otherwise by the Buyer.
  • The remedies set out above are the Buyer’s exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. ATL shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss or profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgements or otherwise arising from these circumstances.
  • The Buyer shall examine all goods on delivery for any obvious damage or shortage and if no such damage or shortage is reported to ATL within one business day of delivery, the Buyer shall be deemed to have accepted the goods, subject to the provision of clause 10 below. Test Certificates covering ATL’s inspection will be supplied on request. Where additional inspection by a third party is requested, a charge will be made by ATL, such charge does not include any fees charged by visiting inspectors, which will be added to the contract price.
  1. RESERVATION OF TITLE
  • The legal and equitable title in the goods will remain with ATL until such time as ATL has received payment in full in respect of the goods and all other sums due to ATL from the Buyer, at the date of delivery of the goods. Accordingly, all goods sold and delivered by ATL to the Buyer, shall at all times, be stored separately and identified as the property of ATL until payment for them as been received in full or until earlier use and consumption thereof. The insurable risk in the goods to which the Contract relates shall pass to the Buyer as soon as the goods are delivery to the Buyer or to his order or to a carrier for the purpose of such delivery, whichever is sooner.
  • From the time of delivery until title to the goods passes to the Buyer in accordance with this Clause, the Buyer shall insure the goods for their full value with a reputable insurer. Upon request, the Buyer shall use reasonable endeavours to have ATL’s interest in the goods noted on the insurance policy. Until title to the goods passes to the Buyer, the Buyer shall hold the proceeds of any claim on the insurance policy on trust for ATL and shall immediately account to ATL with the proceeds.
  • The Buyer will, until payment or consumption, as aforesaid, hold the goods on a fiduciary basis only and will deliver to ATL upon demand any of ATL’s goods in the Buyer’s possession.
  1. TERMINATION OR SUSPENSE
  • ATL reserves the right, and without being liable to the Buyer for any loss or damage, forthwith by notice in writing to terminate any contract for sale or suspend delivery or despatch of goods, or to suspend any contracted work in the following circumstances. If, for any reason beyond ATL’s control, it is prevented from completing any such Contract or failure by the Buyer to pay any outstanding sums or instalments due under such Contract within 14 days of the due date of payments; or if the Buyer shall, being a Company, have a petition for its winding up presented in the Court or shall be the subject of a resolution for its winding up; or being an individual or firm, shall commit any act of bankruptcy or be the subject of bankruptcy proceedings, or general if a receiver is appointed for the whole or any part of the Buyer’s assets, or the Byer makes or takes steps to make any compromise with its creditors or any execution is levied on the goods of the buyer.
  • Any such termination as aforesaid shall be without prejudice to any other rights ATL may have against the Buyer in respect of such Contract.
  1. EXPORT SALES
  • In any case where goods sold CIP or FCA or on the basis of other trade terms, the meaning of such term contained in Incoterms as revised from time to time shall apply, except where inconsistent with any of the provision contained in these Conditions. Unless otherwise stated, all export sales are on FCA basis and the following conditions will apply to such contracts:
  • The property in goods passes to the Buyer and the goods are the Buyer’s risk on delivery on board the aircraft in transit to the Buyer; the provision of Section 23(3) of the Sales of Goods Act 1979 shall not apply to export sales hereunder; where ATL agrees, upon the Buyer’s request, to arrange shipment of the goods CIP, delivery of the goods shall nevertheless be deemed to be made at the UK port of shipment.
  1. RETURN OF GOODS
  • No return of goods whether under Condition 14 or otherwise will operate to affect the liability of the Buyer under the Contract unless such return is accepted by ATL in writing and no such acceptance will be given unless notice of intention to return with the reason therefore and quoting reference number of the invoice is given to ATL and after acceptance by ATL of such notice the goods are returned to ATL carriage paid and in good condition.
  1. RISK and OWNERSHIP
  • In the case of products to be delivered to the Buyer’s property, risk of loss of or damage to the products shall pass to the Buyer on delivery, unless the Buyer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Buyer at the time when ATL has attempted to deliver the products. In the case of products which the Buyer orders to be collected from ATL, risk of damage or loss to the products shall pass to the Buyer at the time of Collection.
  • Ownership of any product supplied shall not pass to the Buyer until full payment of the purchase price of the products and of all other amounts owing to ATL has been made (in case of cleared funds). If the Buyer is late in paying any sum to ATL, then ATL shall be entitled to the immediate return of all products where ownership has not passed to the Buyer. The Buyer authorises ATL and its agents to recover any such products in such circumstance, and to enter premises of the Buyer for that purpose.
  • Demand for or recovery of the products by ATL shall not of itself discharge either the Buyer’s liability to pay the whole of the price and take delivery of the products or ATL’s right to sue for the whole of the price.
  1. WARRANTIES AND REMEDIES
  • ATL warrants that no product purchased from ATL is materially defective.
  • In the event of any such product being materially defective, and subject to the provisions of clause 6 (Inspection, Delivery, Delays and Non-Delivery) surrounding defects apparent on delivery, ATL will (at its option) replace or repair the product or refund the purchase price.
  • ATL warrants that any service purchased from ATL as referred to in clause 15 (Services) will be provided using reasonable care and skill. If any such service falls short of this standard, ATL will, at its option, either re-provide the service or supply to the Buyer free of charge a substitute product in place of the defectively serviced product.
  • These warranties shall not apply to any defect which arises from improper use, failure to follow the product instruction, or any repair or modification made without the consent of ATL.
  • The remedies set out in this clause 12 shall be the Buyer’s sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.
  • The availability of the remedies set out in this clause 12 is subject to:
  • A claim being made in writing to ATL, prior to the return of any defective product, and within 14 months of the original date of despatch or 12 months from installation or such other periods as may be indicated by ATL for specific products or services from time to time in writing; and collection by ATL, in accordance with ATL’s instructions and suitability packaged. In particular, for any returns, the Buyer must obtain a returns number from ATL and quote this on all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.
  • Where the Buyer returns defective products otherwise than in accordance with these provisions, ATL may refuse such products and return them to the Buyer at the cost of the Buyer.
  • Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).
  • Except as required by law, ATL will not be liable to the Buyer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms of conditions (statutory or otherwise) or breach of any other duty of any kind imposed on ATL by operation of law. The Buyer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.

 

  1. EXPORT CONTROL AND LIMITATIONS OF USE
  • Certain products sold by ATL are subject to export control regulations of the United Kingdom and the European Union. The Buyer shall comply with such Export Laws and obtain any license or permit required to transfer, export, re-export or import the products.
  • The Buyer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo adopted and administered by the United Kingdom and the European Union and imposed by the United Nations Security Council.
  • The Buyer certifies that products purchased from ATL will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
  • Classifications of product for export purposes, including Harmonised Tariff codes, are made for internal use by ATL only. Such information is provided by ATL in good faith based on the information available to it at the time of compilation. ATL makes no warranty or representation that such information is up to date or correct, and shall not be liable to the Buyer for any form of loss or damage suffered by the Buyer as a result of reliance upon such information. Use of the information is done so at the Buyer’s own risk with no recourse to ATL. The Buyer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.
  1. LIABILITY

 

  • ATL shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgements or otherwise resulting from the failure to give advise or information or the giving of incorrect advice or information whether or not due to its negligence or that of its employees, agents or sub-contractors.
  • ATL shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order of contract or any consequential or indirect loss or damage, as may result from, or be connected with:

14.2.1 any express or implied terms of the contract between ATL and the Buyer, or of any order accept by ATL;

14.2.2. any duty of any kind imposed on ATL by law arising out of or in relation to the to the contract between ATL and the Buyer or the order;

14.2.3  any defect in the products or services; or

  • intellectual property rights infringement

14.3 If, not withstanding any other provisions in these terms and conditions of sale including without limitation clauses 12 (Warranties and Remedies), 13 (Limitations of Use) and 14 (Liability), any liability attaches to ATL, ATL’s liability to the Buyer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of

  • any express or implied terms of the contract between ATL and the Buyer, or of any order accepted by ATL;
  • any duty of any kind imposed on ATL by law arising out of or in relation to the contract between ATL and the Buyer or order;
  • any defect in the products or services;
  • intellectual property rights infringement; or
  • any other loss whatsoever arising out of these terms and conditions
  • Nothing in these terms and conditions shall exclude or limit the liability of ATL for death or personal injury caused by the negligence of ATL or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.
  1. SERVICES
  • ATL offers services in respect of products. These services include: Repair, Calibration, Software Updates, Obsolete Products and any other services that the parties agree. ATL may quote a turnaround time target for these services, but ATL shall be under no liability if it fails to comply with such target. Except in respect of the repair service, the product must be free from physical and electrical damage and from modifications. The special conditions which apply to repairs, calibration, software updates are:
  • REPAIRS: The Repair service is subject to the availability of parts and is only available if the product has not suffered excessive physical or electrical damage and is free from modifications (other than modifications detailed in the literature supplied with the product). ATL may at its absolute discretion either repair the product or replace it with a substitute product. Any Buyer-generated software returned with a product will be erased or otherwise destroyed on receipt and ARUN Technology shall not be under any liability whatsoever in respect of any data contained in such software.

ATL may use substitutions for products under warranty. Any repair or replacements made, during the warranty period does not extend the warranty period.

  • CALIBRATION: ATL will use where possible, reference materials certified for use in spectrochemical analysis, with traceability to an appropriate National Standards body. Where such standards are not available, the reference material analysis has been confirmed using appropriate alternative methods.
  • SOFTWARE UPDATES: ATL will install the latest version of software. ATL will functionally check the unit to ensure software acceptance.
  • OBSOLETE PRODUCTS: Products that have become obsolete or are affected by obsolete components or parts we will, with best intent, support and repair on a best effort’s basis.
  1. FORCE MAJEURE

A force majeure event is any event beyond the reasonable control of ATL (including but not limited to strikes, traffic congestion, the downtime of any external line, or ATL’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If ATL is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then ATL shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure I the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen (14) days , ATL may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Buyer.

  1. SPECIFICATIONS

17.1 Unless expressly agreed in writing and warranted by ATL, all drawings, designs, specifications and particulars of weights submitted by ATL are approximate only and ATL shall not be liable for any deviation from them. All drawings, designs, specifications and information submitted by ATL shall be treated as confidential and shall not be disclosed by any third party without ATL’s written consent and shall not be used by the Buyer other than for purposes authorised by ATL.

  1. INTELLECTUAL PROPERY RIGHT
  • The Buyer acknowledges that Arun Technology Limited and its licensors own the intellectual property rights in the ATL website, ATL catalogues, and their whole or partial reproduction without ATL’s prior written consent is prohibited.
  • ATL does not warrant or give any assurance to the Buyer that any products supplied will not infringe the intellectual property rights of any third party.
  1. ANTI-BRIBERY
  • The Buyer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions) comply with all applicable laws, statues, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Bribery Act 2010 (the Relevant Requirements) and shall:
  • Not (directly or indirectly) induce any employee, agent or subcontractor of ATL to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money or other inducement;
  • Not do or omit to do any act that will cause or lead ATL to be in breach of any of the Relevant Requirements; and
  • Promptly report to ATL any request or demand for any undue financial or other advantage of any kind received by the Buyer in connection with these Terms and Conditions.
  • The Buyer is informed that:
  • ATL employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with ATL or seeks to do so;
  • ATL employees are not permitted to solicit gifts or other favours from any company or individual that does business with ATL, or seeks to do so; and
  • Entertainment of ARUN Technology employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that ATL’s employees, agents or contractors, can reciprocate.
  • Financial restrictions on gifts and entertainment are contained in ATL’s Anti-Bribery Policy and further details are available on request.
  • Any breach of this clause 19 shall be a material breach of these terms and conditions which is incapable of remedy.
  1. DATA PROTECTION AND BUYER INFORMATION
  • Please refer to our privacy policy for more information about how we process your personal data.
  1. LAW AND JURISDICTION
  • The contract between ATL and the Buyer based on these terms and conditions of sale as applicable to each Buyer order shall be governed by and interpreted in accordance with English Law and the Buyer submits to the non-exclusive jurisdiction of the English courts, but ATL may enforce the contract in any court of competent jurisdiction.
  • if any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted on construed in a particular way, then it is the parties’ express intention that the relevant working should be interpreted or construed so as to avoid such a finding that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.