General Terms and Conditions of Sale
These General Terms and Conditions (“Terms”) apply to all contracts for the sale and supply of goods, software and services by:
ATSR Ltd. T/A ACETECH
Registered in Ireland
Registered Office: ACETECH Global Centre, Block 4, Central Business Park, Tullamore, Co. Offaly, R35 FH59, Ireland
(“ACETECH”, “we”, “us”, “our”)
1. Scope and Application
1.1 These Terms apply to all quotations, sales, deliveries and contracts between ACETECH and its customers (“Customer”).
1.2 These Terms apply exclusively. Any terms proposed by the Customer (including purchase order terms) are expressly rejected unless accepted in writing by ACETECH.
1.3 These Terms apply only to business customers (B2B). The Customer confirms it is acting in the course of trade, business or profession.
1.4 Individual written agreements between ACETECH and the Customer shall prevail over these Terms only where expressly stated.
2. Offers and Contract Formation
2.1 All quotations, brochures and price lists are provided for information purposes only and do not constitute a binding offer unless expressly stated in writing.
2.2 Quotations issued by ACETECH are valid for 30 calendar days from the date of issue, unless otherwise agreed in writing.
2.3 A binding contract is formed only when ACETECH confirms the Customer’s order in writing and the Customer accepts the terms within the validity period.
2.4 Prices quoted are firm and binding during the validity period, subject only to changes caused by material alterations in scope or regulatory requirements agreed in writing.
2.5 ACETECH reserves the right to refuse any order prior to written confirmation, but will provide a reason for refusal where legally required.
3. Prices
3.1 All prices are quoted net (excluding VAT, duties, levies and other taxes) unless expressly stated.
3.2 Shipping, insurance, customs duties, handling, special packaging and similar charges are additional and will be invoiced.
3.3 Prices quoted are firm for the validity period stated in the quotation. After acceptance, ACETECH may only adjust prices if there is a material increase in costs directly attributable to changes in taxes, duties, regulatory requirements, or extraordinary market conditions beyond ACETECH’s reasonable control, and such adjustments will be communicated to the Customer in writing prior to delivery.
3.4 Prices are based on prevailing exchange rates at the time of quotation. ACETECH reserves the right to adjust prices if the applicable currency exchange rate fluctuates by more than 5% between the quotation date and the invoice date. Any such adjustment will be notified to the Customer in writing.
3.5 Where ACETECH incurs a cost increase of more than 10% from its direct suppliers for materials, components, or input services required for the Customer’s order, ACETECH may pass through the proportionate increase to the Customer. ACETECH will provide written notice together with reasonable supporting information.
Any adjustment shall:
• reflect only the actual increase incurred,
• apply solely to undelivered goods or services,
• take effect no earlier than 30 days after notice.
If the Customer demonstrates that the increase materially affects its budget, the parties will in good faith discuss alternatives, including revised scope or possible cancellation of undelivered items.
4. Payment Terms
4.1 Invoices are payable in full by the due date stated on the invoice, unless otherwise agreed in writing by ACETECH. All payments must be made in cleared funds and without set off, deduction, or delay.
4.2 Late payments shall accrue interest at a maximum of 5% per annum above the European Central Bank base rate, and ACETECH will provide written notice before applying any interest charges.
4.3 ACETECH may suspend deliveries or terminate contracts if the Customer is in payment default.
4.4 For all new Customer accounts with whom ACETECH has no prior trading history, the first three (3) shipments shall be supplied strictly on a Pro Forma basis, unless otherwise agreed in writing by ACETECH. Goods will only be scheduled for production and/or dispatch upon receipt of full cleared payment. Upon successful completion of the initial three Pro Forma transactions, credit terms may be considered and granted at ACETECH’s sole discretion, subject to satisfactory credit evaluation and account performance.
4.5 ACETECH may require advance payment or security for overseas customers or where creditworthiness is unconfirmed.
4.6 The Customer may not withhold, deduct or set off payments without ACETECH’s written consent.
5. Delivery and Risk
5.1 Delivery dates provided by ACETECH are indicative and not guaranteed. ACETECH will use all reasonable efforts to meet agreed delivery timelines and will promptly notify the Customer in writing of any anticipated delays.
5.2 Delivery shall be Ex Works (Incoterms® 2020) unless otherwise agreed.
5.3 Risk passes to the Customer when goods are handed to the carrier or made available for collection.
5.4 ACETECH is not liable for delays caused by carriers, customs or external events.
5.5 ACETECH may make partial deliveries.
6. Force Majeure
ACETECH shall not be liable for delay or failure to perform its obligations caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, strikes, government actions, or transport disruptions. In such cases, ACETECH will promptly notify the Customer in writing, specifying the nature of the event and expected duration.
7. Retention of Title
7.1 All goods remain the property of ACETECH until paid for in full.
7.2 The Customer may resell goods in the ordinary course of business but assigns to ACETECH all proceeds until paid in full.
7.3 The Customer must insure retained goods and hold them in trust for ACETECH.
7.4 ACETECH may repossess unpaid goods at any time.
8. Inspection and Warranty
8.1 The Customer must inspect goods within 72 hours of receipt and notify defects in writing.
8.2 If no notice is given, goods are deemed accepted.
8.3 ACETECH will, at its option, repair, replace or credit defective goods.
8.4 Warranty does not cover:
• misuse or improper installation
• modification or repair by third parties
• normal wear and tear
• firmware / software errors or compatibility issues
8.5 Any firmware or software supplied with the goods is provided “as is”.
8.6 Warranty period is 36 months from delivery.
8.7 Comprehensive Warranty document available on request.
9. Limitation of Liability
9.1 ACETECH is not liable for:
• loss of profits
• loss of data
• business interruption
• indirect or consequential losses
9.2 ACETECH’s total liability shall not exceed the invoice value of the affected goods.
9.3 Nothing limits liability for death, personal injury or fraud.
10. Export Control
10.1 Products may be subject to EU, US or international export laws.
10.2 The Customer is solely responsible for compliance with export, re-export and end-use restrictions.
10.3 The Customer indemnifies ACETECH against any export violations.
11. Intellectual Property
11.1 All intellectual property remains the property of ACETECH.
11.2 The Customer receives only a non-exclusive, non-transferable right to use supplied software or documentation.
11.3 Reverse engineering, copying or sublicensing is prohibited.
12. Data Protection
Personal data is processed in accordance with Irish and EU GDPR law. ACETECH’s privacy policy applies.
13. Confidentiality and Non-Disclosure (NDA)
13.1 Definition of Confidential Information
“Confidential Information” means all information disclosed by ACETECH to the Customer, whether before or after the formation of the contract, including but not limited to:
• technical data, designs, drawings, specifications, firmware, software and source code
• pricing, cost structures, margins and commercial terms
• customer lists, supplier details and business strategies
• product roadmaps, prototypes and development plans
• all documents marked or reasonably understood to be confidential
whether disclosed orally, in writing, electronically or by inspection.
13.2 Obligation of Confidentiality
The Customer agrees to:
a) keep all Confidential Information strictly confidential
b) use it solely for the purpose of performing the contract with ACETECH
c) not disclose it to any third party without ACETECH’s prior written consent
d) protect it with at least the same degree of care as its own confidential information
13.3 Permitted Disclosures
Confidential Information may be disclosed only to employees, contractors or advisers who:
• need to know it for the contract
• are bound by confidentiality obligations no less strict than these Terms
The Customer remains liable for their compliance.
14. Assignment
The Customer may not transfer any contract or rights without ACETECH’s written consent.
15. Governing Law and Jurisdiction
These Terms are governed by Irish law.
The courts of Ireland have exclusive jurisdiction.
The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
16. Severability
If any provision is invalid, the remainder shall remain in full force.