General Terms and Conditions

Version November 2024

1. Definitions

ATAL: means ATAL s.r.o. with its registered office at Lesní 47, 390 01 Tábor, Czech Republic, VAT number: CZ47216719.

ATAL Website: means the ATAL website accessible at www.atal.shop

2. General

2.1 All orders for products on the ATAL Website accepted by ATAL are subject to these terms and conditions. No other terms and conditions apply to ATAL's supply of Products unless agreed in writing by an authorised representative of ATAL or expressly stated in these terms and conditions.

2.2 Any descriptions of the Products contained on the ATAL Website or otherwise communicated on a non-individualized basis to any purchaser of such Products ("Customer") are approximate only and do not form part of the contract between ATAL and the Customer. ATAL shall not be liable to Customer for any errors or omissions in ATAL's website or other general advertising for the Products. Product advertising on ATAL's website does not constitute an offer to be accepted; it is merely an invitation by ATAL to the Customer to make an offer to purchase the Products. Acceptance of the Customer's order by ATAL occurs when ATAL confirms prices and delivery dates in writing to the Customer, and a contract is then entered into between ATAL and the Customer.

2.3 ATAL is a business-to-business service provider. ATAL's website is intended for use by business customers, not individuals acting as consumers ("Consumers"), and these terms and conditions apply to business customers. Notwithstanding the foregoing, nothing in these Terms shall affect the binding rights of a customer acting as a consumer.

2.4 In particular, the Customer is referred to Article 12, which sets out certain limitations on ATAL's liability.

3. Awards

3.1 The prices of the products are listed on the ATAL website. ATAL reserves the right to change prices at any time and without notice. Up-to-date information can be found on the ATAL website.

3.2 The price of a Product ordered is the price shown on the ATAL Website at the time of acceptance of the order by ATAL, except for Products ordered for delivery on a future date ("Term Orders"). ATAL may change the price of Term Orders after the date of acceptance of the order by written notice to the Customer.

3.3 All prices are exclusive of VAT and other applicable local sales taxes, which will be added to the price by ATAL at the rate applicable on the date of receipt of the order, if the Customer is not subject to VAT (otherwise the Customer will be charged VAT-free within the EU). The Customer must provide ATAL with proof that it is subject to VAT.

4. Order

4.1 ATAL reserves the right to refuse to do business with any company or person. ATAL may refuse to accept any order, whether or not payment has been received, by notifying the Customer by telephone or email of the non-acceptance of the order within a reasonable time after receipt by ATAL. In addition, ATAL may cancel accepted orders by notifying the Customer in writing by telephone or email within a reasonable time after receipt of the order by ATAL. If ATAL rejects or cancels an order for which payment has been made, ATAL will refund the Customer as soon as reasonably practicable.

4.2 ATAL will fulfil orders in accordance with the Customer's requirements, but may supply replacement products if the Customer requests it or if the product has been replaced with the latest version. To the extent that orders cannot be fully fulfilled from stock, (at the Customer's option) the outstanding balance will either be deferred for fulfilment when ATAL has stock available or cancelled and returned to the Customer.

4.3 The Customer shall place orders using the ATAL stock numbers and price units used on the ATAL website and indicate which delivery option is required. Any confirmation of a previous Customer order must be marked "CONFIRMATION ONLY" or clearly marked as a confirmation to avoid duplication. If the Customer orders the wrong product or the wrong number of products, or orders duplicate products, the provisions of Article 13 (Cancellation and Returns) shall apply. The Customer shall pay for return shipping.

5. Delivery

5.1 For orders placed on the Website, ATAL can only deliver to metropolitan France.

5.2 The following postal codes are also considered as postal codes of the Armed Forces outside mainland France: 00100 for the French Navy and 00200 for the other Armed Forces to which ATAL cannot deliver. The customer must choose another delivery address in mainland France.

5.3 A processing fee of EUR 8.50 excluding VAT will be charged for all orders up to EUR 50 excluding VAT 

5.4 Subject to the cancellation, substitution or failure of the Customer's order in accordance with Clause 4 (Order), ATAL shall supply the Products specified in the Customer's order. ATAL may use third party delivery agents to deliver the Products to Customers.

5.5 Delivery options and their prices are listed on the ATAL website on the day of order or will be notified to the Customer at the time of order.

5.6 Delivery charges apply to each order regardless of the number of products ordered. Delivery will be made to the customer's usual business address unless otherwise agreed in writing.

5.7 ATAL will endeavour to deliver the Products in accordance with the delivery times and dates set out on ATAL's website or by ATAL's employees (the "Indicated Delivery Time"), but the Indicated Delivery Time is an approximation only and ATAL shall not be liable for the consequences of any delay in delivery. The Delivery Time is not a material term of the Contract.

5.8 If delivery has not been made within the stated delivery period, ATAL shall endeavour to verify that the Product has been delivered and shall inform the Customer of the status of delivery or of the expected new delivery period if the Customer notifies ATAL of such delay.

6. Inspection, late delivery and non-delivery of goods

6.1 The Customer shall inspect the Products as soon as possible after delivery or collection. The Customer shall notify ATAL in detail of the following within 30 days of the date of delivery or collection or, in the case of clause (iv) below, the specified delivery date or any updated estimated delivery date:

1. i) Any defect in the product that is apparent upon reasonable inspection. In such cases, ATAL will, at its discretion, replace the products or refund the purchase price. In any event, the Customer shall refuse shipments delivered in a damaged condition;
2. ii) Any shortage of the products supplied. In such event, ATAL shall, at its option, deliver the undelivered Products or refund the price of the undelivered Products;

iii) Any delivery of products that do not conform to the order. In such case, ATAL will, at its option, replace the products or refund the purchase price; or

1. iv) Any non-delivery of the products (in this case the deadline is 10 days from the scheduled date of shipment). In this case, ATAL is obliged to deliver the undelivered products or refund the price of the undelivered products.

6.2 If the Customer fails to give such notice, the Products shall be deemed to be in all respects in accordance with the order and free from any apparent defects and the Customer shall be deemed to have accepted the Products. ATAL's record (delivery note) of the Products shipped (including quantity) shall be conclusive evidence that the Customer has received the Products unless the Customer proves otherwise.

6.3 The remedies set forth above are the Customer's exclusive remedies for non-delivery or incomplete delivery of the Products or for obvious defects in the Products or delivery of Products not in accordance with the Order.

7. Payment

7.1 If ATAL has not granted the Customer a credit, the payment terms are prepayment.

7.2 Credit terms (based on satisfactory references and at ATAL's discretion) are available. If credit is granted, ATAL will invoice the Customer upon delivery of the order. This invoice will be sent by email in PDF format unless otherwise agreed between ATAL and the Customer. The Customer shall pay the invoiced price within 30 days of the end of the month in which the invoice was issued (unless other payment terms have been agreed). All payments shall be made without any set-off, deduction or counterclaim.

7.3 If any sum is not paid by the due date, then, without prejudice to any other right or remedy:

(i) all sums owed by the Customer become immediately due and payable, even if payable at a later date; and

1. ii) ATAL shall be entitled to charge the Customer contractual interest on late payment from the due date of the claim until it is paid in full at the rate of 10% per annum.

iii) ATAL may stop accepting orders and/or suspend deliveries until full payment has been made.

8. Risk and ownership

8.1 In respect of Products to be delivered into the possession of the Customer, the risk of loss or damage to the Products shall pass to the Customer at the time of delivery unless the Customer wrongfully fails to take possession of the Products, in which case the risk shall pass to the Customer at the time ATAL has attempted to deliver the Products.

8.2 Title to the Products delivered shall only pass to the Customer upon full payment of the purchase price of the Products and all other amounts due to ATAL (in cash or available funds). If the Customer is in default in the payment of any amount to ATAL, ATAL shall have the right to immediately demand the return of any Products not in the Customer's possession. Customer authorizes ATAL and its agents to recover such products and to enter Customer's premises for this purpose in such circumstances.

8.3 ATAL's request or collection of the Products does not in itself relieve the Customer of the obligation to pay the full price and take delivery of the Products, nor does it relieve ATAL of the right to bring an action for payment of the full price.

9. Information about the product and its availability

9.1 ATAL reserves the right to discontinue any product or make changes to the design of any product without notice as part of an ongoing product improvement programme or to facilitate product availability. The latest information on the availability and design of products supplied by ATAL is available on ATAL's website.

9.2 Unless otherwise confirmed in writing, nothing contained on the ATAL Website shall be deemed to be the original source, manufacture or production of the Products or any part thereof.

9.3 All our products are traceable only to the source of supply. It is the customer's responsibility to ensure that this matches the requirements of the final destination of the goods purchased.

9.4 ATAL is a member of the following environmental organisations:

Type (items)	Ecological organisation	Certificate  number
Packaging material	ECOCOM	F00022221
E-waste	Asecol	2006/01/03/158
Batteries and accumulators	ECOBAT	47216719

 

10. Warranties and remedies

10.1 ATAL warrants that no product purchased from ATAL is materially defective.

10.2 In the event that any such product is materially defective, and subject to the provisions of Clause 5 (Delivery), in respect of defects apparent on delivery, ATAL shall replace or repair (at its option) the product or refund the purchase price.

10.3 These warranties do not cover defects resulting from misuse, failure to follow product instructions or any repairs or modifications made without ATAL's consent.

10.4 The remedies set out in this clause 10 are the Customer's sole remedies for breach of warranty and in connection with the delivery or non-delivery of the Products.

10.5 The availability of the remedies set out in this Article 10 is subject to the following conditions:

(i) the claim is made in writing to ATAL prior to the return of any defective product, within 12 months of the date of original delivery or such other period as ATAL may at any time specify in writing for particular products (provided that for certain ATAL products this period may vary from 12 to 36 months as set out on ATAL's website); and

1. ii) When making a claim or returning goods, the customer shall request an RMA number by filling in the questionnaire on ATAL.shop, after receiving the RMA number the customer shall send the shipment with the goods marked with the RMA number to ATAL's address at his own expense. The customer will be informed immediately after the assessment of the claim or return of the goods.

10.6 If the Customer returns defective Products otherwise than in accordance with these provisions, ATAL may reject such Products and return them to the Customer at the Customer's expense.

10.7 Products exchanged by ATAL become the property of ATAL. Ownership of the replacement Products shall pass to the Customer in accordance with the provisions of Article 8 (Risk and Ownership) and

10.8 Except as expressly set out in these Terms, all implied warranties, conditions and covenants (whether statutory or otherwise) in connection with the supply or non-delivery of the Products are excluded to the maximum extent permitted by law.

10.9 The Customer acknowledges that it is their responsibility to ensure that the Products ordered are suitable for the purposes for which they intend to use them.

11. Export controls and use restrictions

11.1 A minimum order value of €150 excluding VAT is required for all shipments outside mainland France. Prepayment is required for all export orders, except in special cases. Payment shall be made by SWIFT transfer or credit card or in accordance with the terms and conditions applicable to ATAL's account. Postage, special packing and bank charges for all shipments outside mainland France are borne by the customer.

11.2 Certain products sold by ATAL are subject to the export control regulations of the United Kingdom, the United States of America, the European Union and other countries ("Export Laws"). The Customer must comply with the Export Laws and obtain any licence or permit required to transfer, export, re-export or import the Products.

11.3 The Customer shall not directly or indirectly sell, authorise the sale, dispose of, export, re-export or otherwise supply any Products to any country or entity subject to sanctions or embargo administered by the United Kingdom, the United States of America, the European Union or any other country.

11.4 The Customer represents that the Products purchased from ATAL will not be used, sold or incorporated into products that are used directly or indirectly in the design, development, manufacture or use of chemical, biological or nuclear weapons, their delivery systems or in the development of any weapons of mass destruction.

11.5 Products sold by ATAL are not recommended or approved for use in life support, surgical implantation, nuclear or aerospace applications, or for any use or application where the failure of a single component could cause serious damage to persons or property.

11.6 Product classifications for export purposes, including ECCNs and Harmonized Tariff Schedule codes, are for ATAL's internal use only. ATAL does not warrant that such information is current or correct and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance on such information. The Customer uses this information at its own risk without recourse to ATAL. Customer is responsible for compliance with all applicable export laws, including determining the correct classification of the item at the time of any subsequent export.

12. Civil liability

12.1 Subject to clause 12.3, ATAL shall not be liable (whether in tort (including negligence), contract, breach of duty or otherwise) for any indirect, consequential or incidental loss or damage such as loss of revenue, loss of profit, loss of productivity, loss of production, loss of business or anticipated future business, economic loss or damage to goodwill or reputation.

12.2 Notwithstanding any other provision of these Conditions, where ATAL is liable, ATAL's liability to the Customer under these Conditions or under any Order, whether in contract, tort or otherwise, shall be limited in aggregate to the greater of €10,000 or the total value of the Order.

12.3 Nothing in these Terms (including, without limitation, this clause 12) shall exclude or limit ATAL's liability for death or personal injury caused by the negligence of ATAL or its employees, agents or subcontractors, or for fraud or anything else which cannot be limited or excluded by law.

13. Cancellation and return without fault

13.1 ATAL may, at its sole discretion and in writing, authorize cancellation of an order where there is no defect in the Product, provided that ATAL shall recover from the Customer the costs incurred by ATAL and provided that the handling charges set out in this clause 13 are paid.

13.2 In the event of cancellation of only a part of the order, ATAL may charge the Customer the difference in the selling price per unit relating to the quantity actually delivered up to the time of cancellation of the order compared to the quantity ordered.

13.3 All products returned for reasons other than defects covered by the warranty in clause 10 may be subject to processing charges.

13.4 Customers may return ATAL Products for credit, refund or exchange only under the following conditions:

1. i) The customer must contact ATAL to obtain a return number (which must be provided on all relevant documents).
2. ii) Returns must be made within 30 days of the date of delivery (as stated on the delivery notes) or collection of the product(s).

iii) The Products must be returned to ATAL in their original condition and packaging and in a condition that allows their immediate resale;

1. iv) The Customer shall comply with any specific instructions set out on ATAL's website in respect of any product and its return to ATAL; and
2. v) Products must be returned properly packaged and clearly marked to ATAL's Returns Department and
3. vi) The customer must indicate the return parcel number on the returned parcel.

13.5 If the Customer returns the Products to ATAL without complying with the provisions of clauses 13.4 (i) - (vi) above (e.g. after the return period has expired or in an unsuitable condition), ATAL may refuse to accept the return and return the Products to the Customer at the Customer's expense or apply a handling charge equivalent to the actual cost of reprocessing.

13.6 These no-fault return policies do not apply to software, calibrated products, industry standard packaging, specially manufactured products, products that have not been sealed, have been worn and cannot be returned for safety reasons and any product marked as "non-returnable". In addition, ATAL will not accept the return of ESD-sensitive equipment for which the integrity of the original ATAL ESD packaging has been compromised, for example, if the bag has been opened and resealed or if multiple bags have been stapled together.

13.7 ATAL shall not be liable for any loss or damage to the Goods in transit from the Customer to ATAL unless ATAL has arranged for collection.

14. Higher Power

Force Majeure shall mean any external event beyond ATAL's reasonable control (including, but not limited to, strikes, pandemics, epidemics, crises or outbreaks, governmental action, traffic congestion, interruption of any external power lines, or ATAL's inability to procure materials or items necessary for the performance of the Contract, except for price increases). If ATAL is prevented or restricted from performing all or any of its obligations hereunder by reason of a Force Majeure Event, ATAL shall be relieved of its obligations for so long as such event continues and shall not be liable for any delay or failure to perform its obligations during such period. If the Force Majeure Event lasts for more than fourteen days, ATAL may cancel the relevant Order without any liability to the Customer.

15. Intellectual property rights

15.1 The Customer acknowledges that ATAL and its licensors own the intellectual property rights in the ATAL website and stock numbers and that reproduction in whole or in part without ATAL's prior written consent is prohibited.

15.2 ATAL declares that the Products supplied do not infringe the intellectual property rights of any third party.

• Confidentiality

16.1 The Customer shall not use or disclose any information in any form, whether oral, tangible or documented, which: (a) is inherently confidential; or (b) the Customer knows or ought to know is confidential; or (c) is designated by ATAL as confidential and in any event is disclosed to the Customer or otherwise comes to the Customer's knowledge, acquisition or creation in connection with these Terms (or the subject matter hereof).

16.2 This clause 16 shall survive the termination of these Terms for any reason.

17. Fight against corruption

17.1 The Customer shall (and shall indemnify its associates or other persons purchasing goods hereunder) comply with all applicable anti-bribery and anti-corruption laws, statutes and regulations (the "Applicable Rules") and shall:

i not induce (directly or indirectly) an employee, agent or subcontractor of ATAL to make a concession or grant a benefit to a customer, to refrain or refrain from acting in exchange for a gift, sum of money or any other inducement;

ii does not do or omit to do any act that would cause or result in a breach by ATAL of any applicable rules; and

iii promptly notify ATAL of any claim or demand for any undue financial or other benefit of any kind received by the Customer under these Terms and Conditions.

17.2 Financial restrictions on gifts and entertainment are contained in ATAL's Anti-Bribery Policy and further details are available on request.

17.3 Any breach of this clause 16 constitutes a material breach of these General Terms and Conditions which cannot be remedied.

18. Data protection and customer information

18.1 Further information on the processing of personal data can be found in the Privacy Policy, which is available here www.atal.shop.

19. Miscellaneous

Transmission

19.1 ATAL may assign, pledge, charge, charge, declare a trust over or otherwise dispose of any of its rights and obligations under these Terms at any time without the Customer's prior consent.

Disclaimer

19.2 No failure or delay by any party in asserting or exercising any right or remedy hereunder or at law shall be deemed a waiver of such right or remedy or any other right or remedy and shall not preclude the assertion or exercise of such right or remedy or any other right or remedy at any time thereafter. Any waiver of any breach of these Terms and Conditions shall not be deemed a waiver of any subsequent breach.

Announcements

19.3 Any notice given by either party to the other party under these Conditions must be in writing, delivered by hand or by first class pre-paid or special post to the address set out at the beginning of these Conditions or given by email to info@atal.cz and in any event marked for the party concerned.

19.4 Notices given in person or by email shall be deemed to have been given on the day on which they are received (unless received after 5pm, in which case they shall be deemed to have been given on the next Business Day).

Successors and assigns

19.5 These Conditions shall apply to and be binding on each of the parties and their respective successors and permitted assigns.

Applicable law and competent court

19.6 These General Terms and Conditions and any contract that comes into force between ATAL and the Customer on the basis of these General Terms and Conditions shall be governed by Czech law, in particular Act No. 89/2012 Coll., the Civil Code.  Any disputes between the parties arising from a contractual relationship governed by these General Terms and Conditions shall be settled before the Czech courts of competent jurisdiction, locally competent according to the registered office of ATAL.

19.7 If any part of these Terms is found by a court or competent authority to be unenforceable or would be found unenforceable if construed or interpreted in a particular way, it is the express intention of the parties that the relevant wording shall be construed or interpreted so as to avoid such a finding and, in the event of such a finding, the remainder of the provision in question shall be construed or interpreted so as to give full effect.

Exclusion of third party rights

19.8 No express or implied term of these terms and conditions shall be enforceable against any person who is not a party to them.