Terms and Conditions of Sale

STANDARD TERMS AND CONDITIONS OF SALE
These Standard Terms and Conditions will apply to all Products supplied by ATIK Cameras Unipessoal, Lda, registered under the tax number 505474700, with its headquarters at Rua Horta dos Bacelos, Nº 15 2690-390 Santa Iria de Azóia, Portugal., unless specifically agreed otherwise in a separate agreement and/or in a quotation.

1. DEFINITIONS

“Conditions” refers to these Standard Terms and Conditions of Sale.

“Contract” refers to any agreement between the Seller and the Purchaser for the sale of Goods, incorporating these Conditions.

“Consumer” means a person to whom goods are supplied, services are rendered, or any rights are transferred, intended for non-professional use.

“Confidential Information” means (i) all information in whatever form including but not limited to all pricing, software, documents, material, drawings, data, articles (including but not limited to the existence and content of any negotiations), which will be disclosed by or on behalf of one of the Parties to the other Party or of which the Party otherwise gains knowledge and (ii) the terms of this Agreement, and any agreements which are concluded on the basis of this Agreement. Information is confidential irrespective of whether or not it is marked as confidential (and if trade secret or an unpublished patent application, clearly disclosed and marked as such), but only to the extent a reasonable person would consider such information as confidential.

“Goods” means any products agreed in the Contract to be supplied to the Purchaser by the Seller, including any part thereof.

“Guarantee period” means the warranty period as defined in Condition 11 and 12.

“Price” means the prices payable for the Goods as detailed in the Purchase Order(s).

“Purchaser” means any individual or legal entity purchasing Goods from the Seller.

“Professional client” means legal entity or individuals acquiring goods within the scope of their commercial, industrial, craft, or professional activity.

“Quotations” means the estimated price indicate by the Seller to the Purchaser regarding the Goods.

“Seller” means ATIK Cameras Unipessoal Lda., registered under the tax number 505474700, with its headquarters at Rua Horta dos Bacelos, Nº 15 2690-390 Santa Iria de Azóia, Portugal.

2. PRICE AND QUOTATIONS

2.1. The Price for the Goods are detailed in the quotations issued by the Seller.

2.2. The price of the Goods is presented in Euros or USD excluding value added tax (VAT), import duties, customs clearance charges and local charges or taxes, for which the purchaser shall take responsibility.

2.3. The price of the Goods are ex-works (EXW – Incoterms 2020) premises of Seller production facility (Lisbon) do not include cost for shipment, logistics and insurance for shipment to the delivery location of the Purchaser.

2.4. All quotations are valid for thirty (30) days from the date of issue and do not constitute any binding obligation on the part of the Seller unless and until the Seller formally accepts the Purchaser’s order in writing.

2.5. Any terms or conditions proposed by the Purchaser are hereby excluded and shall not be binding upon the Seller unless expressly agreed to in writing by the Seller.

2.6. An error in any quotation, sales literature or other documents issued by Seller may be altered without any liability to the Seller.

2.7. The Seller may be unable to maintain prices and fulfill its obligations under the contract in cases of unforeseeable and force majeure circumstances.

2.8. The Seller may also adjust the price if the increase arises from any act or default of the Purchaser, including, but not limited to, the cancellation of part of an order or failure to adhere to agreed call-off or scheduled delivery arrangements.

3. DELIVERY AND STORAGE

3.1. Delivery is EXW – Ex Works (Lisbon), with Goods packed according to the Seller’s standard specifications in non-returnable packaging.

3.2. On request of the Purchaser, the Seller can take care of shipment of the Goods to the requested delivery location of the Purchaser. Any applicable COD fees/collection charges will be added to the Goods’ price.

3.3. Any delivery time quoted is an estimate only and commences from the date of acceptance of the Purchaser’s order. The Seller is not liable for delays if reasonable efforts are made to deliver on time.

3.4. If there is a shortage in the delivery, Seller´s liability shall be limited to either the price of the Good(s) not delivered or at Seller’s discretion supply the Good(s) not being delivered initially.

3.5. The Seller may deliver in multiple consignments and invoice each separately.

3.6. Purchasers outside Portugal are responsible, at their own expense, for obtaining necessary import licenses.

3.7. Export contracts shall follow INCOTERMS 2020 or any current version effective at the time of the Contract.

3.8. If delivery is delayed due to any act or omission by the Purchaser or its agents:
a) The Purchaser shall be liable for all storage and additional costs incurred as a result of the delay.
b) The Goods shall be at the Purchaser’s risk from the date the delay begins.
c) The original agreed delivery date shall be deemed the start date of any applicable warranty or guarantee period.
d) The Seller shall be entitled to issue the invoice on the original delivery date, and payment terms shall apply accordingly.

4. EXPORT CONTROL REGULATIONS

4.1. The Seller is not responsible for any loss, damage, or claim caused by the Purchaser’s failure to follow export regulations related to goods, services, or technology.

4.2. If any Goods are subject to export restrictions, the Purchaser must not export them from Portugal without prior approval from the relevant authorities.

5. PAYMENT AND SET-OFF

5.1. Payment for deliveries within Portugal is by bank transfer against a pro-forma invoice in Euros unless credit is pre-approved ahead of order placement.

5.2. Export payments are via bank transfer against a pro-forma invoice in Euros or USD, as agreed ahead of order placement.

5.3. Discounts apply only if payment is made as agreed.

5.4. If payment is not made within fifteen (15) days from the date of issuance of the pro-forms invoice, the Seller reserves the right to cancel the Purchaser’s order, without prejudice to any other rights to which the Seller may be entitled under the law or this agreement.

5.5. If the Purchaser fails to pay due date, then notwithstanding that delivery may not have taken place and transfer of title of the Product(s) have not passed to the Purchaser, the Seller may:
a) Put all supplies on hold until full payment of the amount due.
b) Suspend any further deliveries to the purchaser until full payment of the amounts due.
c) Apply a late penalty at the applicable statutory default rate, without any notice of default being required.
d) Terminate the Contract.
e) Take appropriate measures to recover amounts owed by the Purchaser.

5.6. Legal recovery of debts will incur a penalty of 5% of the outstanding amount, with a minimum of €2.500,00, covering legal and extrajudicial expenses including attorney fees.

5.7. The Seller may offset any sums payable to the Purchaser against amounts due from the Purchaser under any contract.

6. RESERVATION OF PROPERTY

6.1. Ownership of the Goods shall remain vested in the Seller until the full invoice price has been received by the Seller, notwithstanding:
a) the delivery of the Goods, in whole or in part, to the Purchaser or at the Purchaser’s direction;
b) the identification of the Goods in the Contract or at any time thereafter; or
c) the appropriation of the Goods to the Contract by the Seller or with the Seller’s consent.

6.2. Until the ownership passes from The Seller to the Purchaser, the Purchaser shall keep the Product(s) separated and properly stored, protected and insured and identify them as property of the Seller and may not assign the use of the Good(s), encumber, dispose of, or relocate them, nor otherwise deal with them in any manner whatsoever, without obtaining prior authorization from the Seller for that specific purpose. If the Purchaser does so, then all values owed by the Purchaser to the Seller shall become due and payable immediately.

6.3. If the Product(s) are damaged, destroyed or lost before the Purchaser has paid the Seller for the Product(s) in full, the Purchaser accepts responsibility
for any claim related to these Product(s) as a trustee for Supplier and shall immediately pay the claim to Supplier.

7. RISK TRANSFER

7.1. Risk of damage or loss of the Product (s) transfers in accordance with delivery terms or, in their absence, on the moment the Purchaser has collected the Product(s) from Seller’s premises.

7.2. If the purchaser fails to collect the Product(s) at the agreed date, the Seller ensures that the Risk of damage or loss of the products stays covered and will charge the additional cost to the purchaser.

7.3. In case the Purchaser and the Seller have agreed that the Seller will take care of insured shipment, the risk of damage or loss of Product(s) will transfer to the Purchaser once the ordered products are delivered at the delivery location of the Purchaser.

8. TOOLS

Tools made for product manufacturing and the copyright therein remain the Seller’s property, even if their cost is invoiced to the Purchaser.

9. ITEMS SUPPLIED BY THE PURCHASER

9.1. Items provided by the Purchaser for use in the Contract must be of suitable quality and supplied free of charge, in the quantities and at the times required by the Seller.

9.2. The Seller accepts no responsibility for any defects in such items. Such defects shall not give the Purchaser the right to cancel the Contract, reject the Goods, reduce the price, or claim damages.

9.3. The Purchaser shall indemnify and hold the Seller harmless against any claims, losses, costs, or legal actions resulting from the supply of defective items by the Purchaser.

10. DESCRIPTION AND DATA

10.1. If the Seller is the manufacturer, Goods are supplied as described, with design changes allowed if they do not affect performance, compatibility, mechanical interchangeability or price. If the Seller is not the manufacturer, Goods will be supplied conform to the manufacturer’s current specification.

10.2. The Seller shall make every effort to ensure the accuracy of technical data or literature relating to the Goods, but the Seller accepts no liability in contract, tort or otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data or literature.

11. GUARANTEE FOR CONSUMERS (PRIVATE INDIVIDUALS)

11.1. Consumers benefit from a guarantee of conformity for a period of three (3) years, starting from the date the good is delivered.

11.2. The Seller guarantees that the delivered good is in conformity with the contract, meaning that it matches the description provided, is suitable for normal use, and offers the expected quality and performance. This warranty covers manufacturing defects, faulty materials, abnormal functioning, or components that do not meet the contractual specifications, provided Goods are unaltered and used, stored and maintained per recommendations.

11.3. Where applicable, the Seller guarantees sealed chamber integrity for the product lifetime. If condensation appears in the inner chamber, the Seller will restore the inner chamber seal and its desiccant, at the Seller’s premises, free of charge within the guarantee period. After this, the Purchaser bears shipping costs. If the Purchaser continues to use the camera after condensation has appeared, the guarantee on the sensor and other inner chamber components is void.

11.4. Goods are only defective if:
a) they fail to meet the Seller’s standard or published information.
b) they deviate from specifications accepted in writing by the Seller. The Seller is not able to ensure that the Purchaser’s specification is correct and/or sufficient for the purposes intended by the Purchaser and the Purchaser is solely responsible, therefore.

11.5. If the Good(s) is found to be defective within its guarantee period, the Consumer is entitled, at no cost, to:
a) Repair or replacement of the good to restore its conformity.
b) Proportional price reduction.
c) Termination of the contract, in accordance with applicable legal provisions.

11.6. This guarantee does not cover damage resulting from:
a) Improper use, negligence, or poor maintenance of the product, including damage caused by impact, dropping, humidity, dust, or liquid infiltration.
b) Technical interventions carried out by unauthorized third parties.
c) Normal wear and tear resulting from use.

11.7. The Purchaser must inspect Goods and report any defects or other non-conformance within 30 days of delivery.

11.8. All returned Products must be authorized by the Seller in advance and delivered to the Seller’s premises at the Purchaser’s expense, including original packaging and a written reason for return.

11.9. Non-defective Goods or those defective due to Purchaser specifications will be returned at the Purchaser’s expense with a testing fee of 15% of the invoice price plus VAT.

11.10. Service parts will be supplied as needed at agreed prices.

11.11. The Seller’s liability is strictly as outlined herein, and all other warranties are excluded to the extent permitted by law.

11.12. The Consumer has the right to withdraw from the contract within 14 days from the date of receipt of the goods, without providing any reason. To exercise this right, the Consumer must communicate their decision through an unequivocal statement (e.g., letter or email). The goods must be returned in the same condition in which they were received, and the return shipping costs shall be borne by the consumer.

11.13. To the maximum extent permitted by applicable law, any other rights, remedies, warranties, or obligations of the Seller—whether express or implied—are hereby excluded.

12. GUARANTEE FOR PROFESSIONAL CLIENTS (BUSINESSES)

12.1. Unless otherwise agreed, in contracts concluded with professional clients, the Seller warrants that, for a period of 12 (twelve) months from the date of delivery, all Products will perform conform the specifications and the quality provisions as agreed at the time of Product(s) purchase; the Product(s) will be merchantable and fit for purpose; will be new and unused and will not contain used or repaired parts; and will be free from defects in material, workmanship, and design.

12.2. The Purchaser bears the burden of proof regarding the existence of any defect or lack of conformity.

12.3. In case of a perceived breach of the warranty, the Purchaser shall notify the Seller in writing immediately, in any case not later than 30 days from the date of discovery of the defect.

12.4. On receiving the notice, The Seller may, at its sole discretion:
a) Repair the Product(s), or
b) Replace any or all part(s) of the defective Product(s), or
c) Refund the price of those Product(s) when concluded defective

12.5. Liability of the Seller be limited to the reasonable cost of remedying any defect in the Product(s) and under no circumstances the Seller shall be liable for a value that exceed the total amount paid by the Purchaser to the Seller under the Contract.

12.6. To the maximum extent permitted by applicable law, any other rights, remedies, warranties, or obligations of the Seller—whether express or implied—are hereby excluded.

13. GOODS NOT MANUFACTURED BY THE SELLER

13.1. Goods not manufactured by the Seller and all software provided are supplied under the express condition that the Seller’s liability—whether in contract, tort, or otherwise—shall in no event exceed the liability that the manufacturer or supplier of such Goods or software bears to the Seller. In particular, but without limitation, any warranty or guarantee provided by the relevant manufacturer or supplier shall be passed on to the Purchaser, and Clause 9 shall not apply in such cases.

13.2. By placing an order for such Goods and/or software, the Purchaser agrees to:
a) comply with the terms of any license granted to the Seller in respect of the Goods and/or software; and
b) indemnify and hold harmless the Seller from and against any claims, liabilities, or losses incurred as a result of any act or omission by the Purchaser which results in a breach of such license or any third-party intellectual property rights.

13.3. Full details of any applicable warranty, guarantee, or license terms can be provided to the Purchaser upon request.

14. FORCE MAJEURE

14.1. A force majeure event is any event beyond the reasonable control of the Seller, including but not limited to wars, riots, revolts, conflicts, natural phenomena, fires or natural catastrophes, pandemics, monetary regulations, significant price indexations for materials, transport and labor, significant increase of component materials and production costs and/or issues with its Suppliers.

14.2. If the Seller 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 the Seller shall be relieved of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period.

14.3. In such situations the Seller must communicate to the Purchaser the reasons and the cause of this non-compliancy based on which parties will discuss potential measures to resolve the non-compliancy situation or agree on updated commercial terms & conditions.

15. INTELLECTUAL PROPERTY RIGHTS

15.1. The Purchaser has no rights in respect of any Intellectual Property owned or used by the Seller or of the associated goodwill which protects or relates to the Product(s).

15.2. The sale of the Goods and the publication of any related information or technical data does not imply, and the Seller gives no warranty, that the Goods or any particular use, method, or combination involving the Goods is free from the intellectual property rights (including patents, registered designs, or other rights, collectively “IPR”) of third parties, whether such rights were established before or after the delivery date. This includes, without limitation, the use or disposal of the Goods on their own, in any specific application or method, or in combination with any other product (whether or not supplied by the Seller), even if such application or combination is the only feasible use of the Goods.

15.3. The Purchaser warrants that any designs, specifications, or instructions it provides to the Seller for the manufacture or supply of Goods do not infringe any IPR of third parties.

15.4. The Purchaser agrees to indemnify and hold harmless the Seller from and against any royalties, claims, actions, demands, proceedings, losses, or costs (including legal fees) arising from or in connection with any actual or alleged infringement of IPR related to the circumstances described in paragraphs 15.2 and 15.3.

16. LIMITATION OF LIABILITY

16.1. Except in the case of death or personal injury caused by the Seller’s negligence, and subject to the provisions of Conditions 11 and 12, the Seller shall not be liable, whether in contract, tort, breach of statutory duty, or otherwise, for any loss, injury, destruction, or damage suffered by the Purchaser arising out of or in connection with the supply of the Goods.

16.2. If, for any reason, the provisions of Conditions 11, 12, 15 or 16 (a) are found to be unenforceable or of no effect in relation to a particular claim, the Seller’s total liability in respect of such claim shall under no circumstances exceed the price paid by the Purchaser for the relevant Goods, and the Purchaser agrees to indemnify the Seller for any liability exceeding that amount.

16.3. The Seller shall not be liable, under any circumstances and whether in contract, tort, breach of statutory duty or otherwise, for loss of use, loss of
profits, loss of contracts, or any other consequential or indirect loss or damage.

17. CANCELLATION AND RETURNS

17.1. Cancellations will not be accepted for non-catalogued items. If the Seller agrees to accept cancellation or part cancellation of an order for catalogued items a charge of 20% of total order price will be made.

17.2. Except as provided in Condition 11 and 12 no returns are permitted without the Seller’s previous agreement.

17.3. Agreed returns other than those under Conditions 11 and 12 must be at the Purchaser’s expense in original condition and, if tested by the Seller, will be subject to a minimum charge of 15% of invoice plus VAT.

18. TERMINATION

18.1. If the Purchaser breaches any of the terms or conditions of the Contract, or becomes subject to distress, enforcement measures, insolvency, or bankruptcy proceedings, enters into any arrangement or composition with creditors, is wound up or placed into liquidation (except for the sole purpose of a solvent merger or corporate restructuring), or if a receiver or administrator is appointed over any part of the Purchaser’s business, the Seller shall have the right to terminate the Contract with immediate effect by providing written notice, without prejudice to any rights accrued.

18.2. On termination, the Purchaser shall pay all costs, expenses (including legal and other fees incurred), arrears, charges or other payments arising in respect of the Products under the contract.

19. CONFIDENTIALITY

19.1. The Purchaser agrees to hold all confidential, propriety information or trade secrets in strict trust and confidence and agrees that it shall be used only for the contemplated purpose of this agreement and shall not be used for any other purpose.

19.2. At the end of the Contract, the Purchaser must destroy all the confidential information, as well as all copies thereof, and discontinue the use of the confidential information, in whole or in part.

19.3. The Purchaser ensures the security of the confidential information. The Seller shall be notified of any disclosures (or attempts to gain access to) of the confidential information regardless of the nature and reason behind such disclosures.

19.4. The Purchaser understands and agrees that it is not allowed to sell, (re)license or otherwise exploit any parts, products, services documents, or information that embody in whole.

19.5. Notwithstanding the right to liquidated damages, the Seller has the right to take any necessary measure to claim and receive a higher amount of compensation if the Seller can prove that the actual damage sustained will exceed the amount of liquidated damages.

20. LAW AND JURISDICTION

20.1. This Terms and Conditions and any disputes or claims arising out of or relating to this Terms and Conditions (whether contractual or non-contractual) shall be governed by, and construed in accordance with, the Portuguese laws.

20.2. Any disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the Portuguese Courts, to which the Parties irrevocably submit.