General Terms & Conditions
Latest update: 18 Nov 2022
Article 1. General terms
- These terms and conditions apply to any quotation, offer and agreement between ATMOS UAV B.V., registered in the Dutch Chambers of Commerce under 58187391, hereafter named “Atmos”, and a person or company who buys or agrees to buy goods or services from Atmos, hereafter named “Buyer”, whereupon Atmos has put these conditions in practice unless both parties agreed to diverge from these conditions in mutual consent and writing.
- These conditions also apply to any agreement with Atmos, whereof for its execution Atmos needs to involve third parties.
- These general conditions have been written as well for Atmos’ employees and its management
- Any applicability of a Buyer’s own purchasing or other conditions is declined explicitly
- If the explanation of any of the provisions of these general conditions would be unclear, then the Buyer is responsible to request further explanation before the final agreement.
Article 2. Offers and Quotations
- All offers and quotations from Atmos are free of obligations unless the quotation includes a period for acceptance.
- An offer or quotation expires whenever the product that is referred to in the offer or quotation becomes unavailable in the meantime.
- Atmos shall not be kept to its offers or quotations if Buyer can understand in fairness that the offer or quotations, or any part thereof, include an apparent mistake or writing error.
- All prices mentioned in an offer or quotations are excluding any Value-Added Taxes, hereafter “VAT”, and other governmental taxations, costs related to the agreement, among them travel- & accommodation-, shipping and administration costs, unless specified otherwise.
- If Buyer’s acceptance differs from that in the quotation recorded offer, then the Atmos is not bound to it. The agreement shall not come into being according to this differing acceptance unless Atmos decides otherwise.
- A compound quotation is to be seen as an indivisible whole and shall not obligate Atmos to partially execute the order for a corresponding part of the specified price.
- Quotations or offers shall not automatically apply for future orders.
Article 3. Contract duration and terms of delivery and execution
- Atmos and Buyer are entering the agreement for an indefinite time unless deriving otherwise from the nature of the agreement.
- If for completion of certain activities or for delivery of particular goods a term has been agreed or stated, then this term cannot be a basis for cancellation of any order. Upon exceeding a term, Buyer shall notify the Atmos in written form. The buyer shall then offer Atmos a reasonable term for executing the agreement.
- If Atmos requires information from Buyer for the execution of the agreement, then the term for completion or delivery shall not begin earlier than after Buyer has put this information correctly and completely to Atmos’ disposal.
- Atmos is entitled to execute the agreement in several phases and/or to deliver this and/or to separately invoice the thus executed and/or partially delivered.
- If executing and/or delivering the agreement in phases, Atmos is entitled to postpone the execution of those parts that belong to a subsequent phase until Buyer has approved the results of the thereto- preceding phase in writing.
- The delivery Point is at Atmos’ domicile. Buyer shall accept delivery of the ordered goods at the moment Atmos is making these available for Buyer. If Buyer refuses receipt of goods or is negligent in providing information or instruction necessary for delivery, Atmos is entitled to stock up these goods at Buyers expense and risk.
- Atmos is entitled to subcontract certain activities by third parties.
- If Buyer fails to correctly fulfil its obligations to Atmos, Buyer shall be liable for all consequential damage (thereto cost included) resulted for Atmos directly or indirectly.
- If Atmos has agreed with Buyer a fixed price, then Atmos is nevertheless entitled at all times to increase this price without this entitling Buyer to cancel the agreement, if the price increase results from a jurisdiction or obligation under law or is caused by a price increase of raw materials, wages, or due to other causes in fairness unforeseeable when parties entered into the agreement.
Article 4. Suspending, terminating and early terminating of the agreement
- Atmos is entitled to suspend execution of the obligations of or terminate the agreement, if:
- Buyer is not, is not fully, or is not timely fulfilling the obligations of the agreement;
- b) after closing the agreement, Atmos has received information about circumstances giving cause to concern that Buyer will not fulfil his obligations;
- Atmos has requested Buyer at the same time when closing the agreement to provide security for settlement of his obligations according to the agreement and this security fails to appear or is insufficient; and/or
- due to delay caused by Buyer, Atmos no longer can be obliged to fulfil the agreement according to the originally agreed conditions.
- Further, Atmos is entitled to terminate the agreement if circumstances arise of such nature that fulfilment of the agreement is impossible or if otherwise, circumstances occur of such nature that unchanged preserving of the agreement cannot be demanded from Atmos in fairness.
- Termination of the agreement entitles Atmos to immediately recover his claims from Buyer. If Atmos postpones observance of the obligations, he preserves his claims by law and by the agreement.
- If Atmos decides to suspend or terminate the agreement, Atmos shall never be bound whatsoever to any compensation of damage and cost thereby arising.
- If Buyer is accountable for the termination, Atmos is entitled to compensation for damage, including cost, thereby arising directly or indirectly.
- If Buyer is not fulfilling his obligations resulting from the agreement and this non-observance justifies termination, Atmos is entitled to terminate the agreement immediately, taking effect at once, without any obligation on his part to paying any compensation or indemnification, while Buyer, by reason of default, does have the obligation to compensate or indemnify.
- In the case of liquidation, of (application for) suspension of payment or bankruptcy, of sequestration - if and as far as the sequestration has not been lifted within three months - at the expense of Buyer, of debt repayment or another circumstance depriving Buyer of the right to have free disposal of his equity capital, Atmos is entitled to terminate the agreement immediately, taking effect at once, as well as cancel the order or agreement, without any obligation on his part to paying any compensation or indemnification. In this case, Atmos’ receivables and entitlements on Buyer are immediately claimable.
- If Buyer cancels a placed order in full or partially, Atmos will invoice therefore purchased or finished goods or services, increased with the possible cost for supply, transport or delivery thereof and the labour time reserved for the execution of the agreement, integrally to Buyer.
Article 5. Force majeure
- Atmos cannot be bound to fulfil any obligations due to causes beyond its reasonable control, provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.
- Force majeure means in these general terms and conditions, besides anything according to the law and jurisprudence, all externally induced causes, foreseen or not foreseen, to which Atmos could not have any influence, yet by which Atmos was not able to fulfil its obligations. Work strikes at Atmos’ company, or at a third party’s thereof included. Atmos is also entitled to appeal to force majeure if the circumstance that impedes (further) fulfilment of the agreement occurs after Atmos should have fulfilled his obligation.
- Atmos is entitled during the period that the force majeure continues, to suspend the obligations from the agreement. If this period continues for a longer time than three months, each of the parties is entitled to cancel the agreement, without obligation to compensate damage to the other party.
Article 6. Payment and cost of account collection
- Payment shall occur within 14 days after the invoice date, using a method indicated by Atmos in the invoiced currency, unless Atmos has indicated differently in writing. Atmos is entitled to invoice periodically. Atmos reserves the right to deliver cash on delivery (COD) or require full or partial payment before shipment. Buyer shall pay all costs involved related to and depending on payment settlement.
- If Buyer remains in arrears in the on-time payment of an invoice, then Buyer is legally in default. Thus, the Buyer is due an interest of 1% per month, unless the legal interest percentage is higher, in which case the legal interest is due. The interest over the due amount shall be calculated from the moment the Buyer is in default until the moment the full due amount has been paid. An extra one-time service charge of 65 euro will be charged.
- Atmos reserves the right to assign Buyer’s payments first to decreasing the due amount of cost, thereafter to decreasing the amount of interest and at last to decreasing the principal amount and the current interest.
- Atmos can, without getting in default, refuse a payment offer, if Buyer points towards another sequence for assignment of the payment. Atmos can refuse full payment of the principal amount, if not at the same time the outstanding- and current interest and cost of debt collection are paid.
- The buyer is never entitled to settle what he is indebted to Atmos.
- If Buyer is in default for the timely observance of his obligations, then all reasonable extrajudicial costs for receiving the payment will be for Buyer’s account. If, however, Atmos has made more cost for accounts collection, which was necessary for fairness, the actually made cost shall be subject to reimbursement. The eventually made judicial- and execution cost will be recovered from Buyer as well. The buyer is also bound to pay interest on the due cost for account collection.
Article 7. Right of ownership
- The right of ownership and property of all goods and/or services delivered by Atmos as part of the agreement shall remain vested with Atmos until Buyer has correctly fulfilled all his obligations from the agreement(s) closed with Atmos.
- Goods and/or services delivered by Atmos falling under the right of ownership in accordance with Paragraph 1 of this Article shall not be resold nor used as tender at any time. Buyer is not authorized to pawn or encumber in whatever manner any goods falling under the right of ownership.
- Buyer shall accomplish at all times anything that can be expected from him in fairness to guarantee Atmos’ rights of ownership.
- In the event of sequestration or assertion of rights of delivered goods falling under Atmos’ right of ownership by a third party, it is Buyer’s obligation to immediately inform Atmos thereof.
- Buyer commits himself to insuring and keeping insured delivered goods falling under Atmos’ right of ownership against damage by fire, explosion and water as well as against theft and shall offer the policy for inspection to Atmos at his first request. Atmos shall be entitled to any recovery payment from this insurance. For as much as necessary, Buyer commits himself to Atmos in advance to assist with anything whatsoever that is or appears necessary or desirable as part of that.
- Should Atmos wish to exercise his right of ownership as specified in this Article, Buyer gives to Atmos and any third party to be appointed by Atmos his unconditional and irrevocable permission.
Article 8. Warranties, inspection and complaints, term of limitation
- Goods delivered by Atmos meet the common requirements and standards that can be expected in fairness at the moment of delivery and when being used in a manner considered normal use. The Buyer is responsible to verify whether the goods are suitable for use, and meet his local requirements.
- The warranty as mentioned in Paragraph 1 of this Article applies for a period of 12 months after delivery unless otherwise results from the nature of the delivered or parties have agreed different. If the warranty provided by Atmos concerns goods produced by a third party, then the warranty is limited to the warranty provided by the producer, unless stated otherwise.
- Any form of warranty expires if a defect is due to or resulting from injudicious or improper use thereof, from an installation that makes it impossible to uninstall the item without damage, from injudicious or improper installation or electrical connection, from incorrect storage or maintenance thereto by Buyer and/or by a third party, if, without Atmos’ written permission, Buyer or a third party have made, or have tried to make changes to the item, have attached other items to it that should not be attached to it or if these were processed or treated in a manner different from the method prescribed by Atmos. Buyer neither can have a claim for warranty if the defect is due to circumstances Atmos cannot have any influence on, including weather conditions and etcetera.
- Buyer is bound to (let) inspect the delivered goods, immediately at the moment that the goods are being put at his disposal and/or the relevant work has been carried out. With that, the Buyer shall inspect whether the quality and/or quantity of the delivery is in agreement with what has been agreed and meets the requirements that the parties have agreed to. Any visible defects must be reported to Atmos in writing within 7 days after delivery. Invisible defects must be reported immediately after discovery, yet anyhow within 14 days ultimately, after discovery thereof, in writing to Atmos. The report must contain a description of the defect as detailed as possible, to enable Atmos effective reacting. Buyer shall provide the opportunity to Atmos to (let) investigate a complaint.
- If the Buyer complains in time, this does not suspend his obligation to pay. In this case, the Buyer remains bound to accept and pay for the remaining ordered goods and/or services.
- If reporting a defect too late, the Buyer has no right to repair, replacement or compensation anymore.
- If it is certain that an item is defective and that with respect to that the complaint has been submitted in time, then Atmos will either replace or take care of the repair or offer reimbursement to the Buyer for the defective item within a reasonable time after receipt of its return. Replacement is possible only after the Buyer has returned the defective item to Atmos and after having provided the ownership to Atmos, unless Atmos decides otherwise.
- If Atmos finds that a complaint is unfounded, then Buyer will have to pay all costs arisen thereby, the cost for inspection at Atmos’ side included.
- After the expiration of the warranty period, all costs for repair or replacement, including administration, shipment and callout charges, will be invoiced to the Buyer.
- As a deviation from the legal terms of limitation, the term of limitation for all claims and pleas against Atmos and by Atmos involved third parties for the execution of the agreement, is one year.
Article 9. Liability
- Should Atmos be liable, this liability is limited to that which is regulated in this Article.
- Atmos is not liable for damage, of whatever nature, arising because Atmos has assumed incorrect or incomplete information provided to him by or on behalf of Buyer.
- Should Atmos be liable for any damage, then Atmos’ liability is limited to the value of the invoice for the order at the most, however only to that part of the order the liability refers to.
- Atmos’ liability is in each case always limited to the amount of the recovery payment from his insurance company in an occurring case.
- Atmos is only liable for direct damage.
- Direct damage only includes the reasonable cost for determining the cause and the extent of the damage, as far as the determining applies to damage in the sense of these conditions, any reasonable cost to making Atmos’ inadequate performance meet the agreement, for as much this can be accounted to Atmos and reasonable cost, made to avoid or limit damage, for as much as Buyer proves that these costs did indeed limit the direct damage as meant in these general terms and conditions.
- Atmos is never liable for indirect damage; this includes consequential damage, loss of profit, etcetera.
- The liability limitations mentioned in this Article do not apply if the damage is caused by Atmos or its managing subordinates’ negligence.
Article 10. Passing of risk
- The risk of loss, damage or value decrease passes to the Buyer at the moment items are being transferred to Buyer’s control.
Article 11. Protection
- Buyer shall protect Atmos for any claims from third parties, who suffer damage with reference to the execution of the agreement and whereof the cause is accountable to others than Atmos.
- Should Atmos for this reason be approached by a third party, then Buyer shall support Atmos both judicially and extra-judicially and shall undertake immediately all that can be expected from him in this case. Should Buyer remain in default for undertaking adequate action, then Atmos is entitled to proceed himself, without proof of default. All cost and damage to Atmos and third parties arose thereby, shall come for the account and risk of Buyer.
Article 12. Intellectual property
- Atmos reserves the rights and authority he is entitled to in accordance with intellectual property laws. Atmos is entitled to use the knowledge at his side enhanced from executing an agreement, for other purposes as well, as far as he is not bringing strictly confidential information from Buyer to the knowledge of third parties.
Article 13. Applicable law and disputes
- Dutch law shall apply to all judicial relations whereby Atmos is acting as a party, also if an agreement is being executed in a foreign country in full or in part or if any party involved in the judicial relation has its domicile at that place. The application of the Vienna Convention is excluded.
- The judge in Atmos’ domicile is exclusively competent to arbitrate in disputes unless the law enforces differently. Nevertheless, Atmos reserves the exclusive right to bring a dispute before the court in Buyer’s domicile, either in The Netherlands or outside, and begin at that place a lawsuit or take possession of goods and take or have taken other provisional measures at those places and at those courts that appear necessary to Atmos.
- Parties shall only then appeal to the court after having made every effort to settle a dispute among themselves.
Article 14. Location and change of conditions
- The last registered version or the version in place at the moment the agreement with Atmos was entered shall always apply.