Customer Terms and Conditions

GENERAL TERMS AND CONDITIONS (May 2023)

  1. Scope: All quotations and offers made by Atlas North America (ANA) as well as all purchase orders accepted by ANA are subject to these General Terms and Conditions, collectively “Agreement”. Should Buyer’s terms and conditions conflict with or materially change these terms and conditions, then ANA’s terms and conditions will prevail unless mutually agreed upon in writing. Buyer will be deemed to have accepted these terms and conditions unless prompt, written notice of objection is provided to ANA.
  2. Validity: Unless otherwise noted, all quotes are valid for 90 calendar days from the date shown.
  3. Payment and Terms: All pricing is in U.S. dollars with payment expected in same. For U.S. domestic buyers, payment terms are Net 30 days. For all international orders, payment is due in full before shipment. At ANA’s discretion, a down payment may be required to confirm new system and component orders. Amounts not paid when due will bear a late payment charge of 1½ percent per month or the maximum legal rate, whichever is less.
  4. Delivery: Shipping terms are FOB Origin or EXW ANA, Yorktown, Virginia, USA. Unless specific shipping instructions are received from Buyer, ANA will ship by the method it deems most advantageous. International buyers shall pay their own import duties, fees, taxes and other related costs. ANA is not responsible or liable for delays due to events beyond its reasonable control.
  5. Taxes: All quoted prices exclude taxes, fees and/or duties for orders outside of the State of Virginia. Sales tax will be applied to all Virginia orders unless a proper tax exemption certificate is provided.
  6. Acceptance: Buyer shall accept or reject products within fifteen (15) calendar days of delivery. Failure to do so will be deemed acceptance of the item(s).
  7. Non-Assignment: This Agreement or any interest therein shall not be assigned to other parties without prior, express written consent of ANA.
  8. Proprietary, Intellectual Property Rights: ANA retains all proprietary and intellectual property rights in its products, including but not limited to all documentation, modifications, improvements, upgrades, and derivative works, as well as logos, copyrights, patents, trade secrets and trademarks. ANA retains all interest in and ownership of its licensed software. Any attempt to decompile, disassemble or reverse-engineer ANA’s products by Buyer will be deemed an infringement of ANA’s rights under this clause.
  9. Warranty: All ANA products are covered by a standard warranty against defective materials or workmanship for a period of three (3) years from Buyer’s acceptance. This warranty is limited to repair or replacement at ANA’s option, upon examination of the product. To exercise this warranty, Buyer must notify ANA in writing no later than thirty (30) days after the defect is discovered during the warranty period. Buyer must arrange and pay for shipment of the defective article upon receiving return authorization from ANA. This warranty is non-transferable and void if the product is leased or rented to third parties. This warranty is in lieu of any and all other warranties, expressed or implied including warranties of merchantability or fitness for a purpose. No warranty is made with regards to any articles which shall have been repaired or altered, except by the manufacturer, or which shall have been subject to misuse, negligence, or accident. These provisions do not exceed the original warranty period of any article, which has either been repaired or replaced by ANA. For more details, see ANA’s 3-Year Limited Warranty.
  10. Limitation of Liability: Seller shall have no liability for special or consequential damages of any kind or from any cause arising out of the installation or use of any item furnished hereunder.
  11. Disputes: All disputes arising out of or about this Agreement, which cannot be resolved by the Parties in an amicable manner, may be submitted before a court of appropriate jurisdiction in the State of Virginia. This Agreement shall be governed by and construed in accordance with` the laws of the State of Virginia without regard to principal or conflict of law provisions.
  12. Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.
  13. Technical Support: ANA will provide technical support to the original buyer but is not obligated to provide technical assistance and free training to third parties who may have either rented, leased or purchased ANA products from secondary sources.
  14. Force Majeure: Neither ANA or Buyer shall be held liable or responsible for failure or delay to perform any of its obligations under this Agreement if (a) its failure or delay results directly or indirectly from causes beyond the affected Party’s reasonable control, including but not limited to any law, decree, regulation, instruction or request of any government of the suspension or cancellation of one or more required licenses, insurrection, riots, war, acts of public enemies, strikes or other labor conflicts, inability to obtain necessary labor or materials from usual sources; the failure or delay of transportation, fires, floods, epidemics or other catastrophes, acts of God, or any other cause of like character; (b) the affected Party has exercised reasonable commercial efforts to avoid or remove such causes of nonperformance; and (c) the affected Party provides the other Party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure, including describing the event and action taken to mitigate the impact of such event.