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Terms & Conditions

Terms and Conditions

These terms and conditions (these “Terms”) apply to all sales of material and manufactured equipment processed, sold and/or issued (the “Goods”) or any installation, repair, maintenance, assembly, modification, or other labor or service work performed by or through Autonomy Technology Inc. (“ATI”) or any division, subsidiary, or affiliate of ATI to any purchaser of the Goods or Services (each, a “Customer”) named in any Order (as defined below) or similar document issued by ATI in connection with the sale. THESE TERMS AND CONDITIONS APPLY WHEN WE SELL GOODS/SERVICES TO YOU.

Orders

Customer shall order the Goods in accordance with ATI’s then-current ordering procedures. Unless otherwise specified by ATI, Customer may submit orders to ATI through quotations or other purchase order documentation issued by ATI (each, an “Order”).

Offer and Acceptance; Rejection of Customer Terms

Each Order constitutes a separate offer to purchase Goods and/or Services from ATI. No Order shall be binding on ATI unless and until accepted by ATI. ATI’s written confirmation, receipt of payment, commencement of work, or shipment of all or any portion of Goods in connection with an Order, whichever occurs first,  shall constitute acceptance of the Order. All Orders incorporate these Terms whether or not these Terms are separately referenced in the Order or any invoice. Placing an Order or accepting delivery of, retaining, or using all or any portion of the goods sold by ATI shall constitute acceptance of these Terms.

The accompanying Order and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its Order or such terms. ATI expressly rejects Customer’s general terms and conditions of purchase, and fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Order by Customer is a prerequisite to the purchase of the Goods and shall operate as an acceptance of these Terms which are expressly incorporated into the Order. Notwithstanding anything to the contrary herein, if a written contract signed by both parties is in existence covering the sale of the Goods (the “Master Agreement”), then the Master Agreement shall prevail to the extent of any inconsistency with these Terms.

Delivery

Unless otherwise mutually agreed in writing by the parties, ATI shall deliver the Goods to the location specified by Customer in writing in the Order (the “Delivery Point”), using ATI’s standard methods for packaging and shipping such Goods.

The Goods shall be delivered within a reasonable time after the receipt of Customer’s Order, subject to availability of the Goods. Any delivery dates provided by ATI are estimates only and are subject to shipping variations and requirements. ATI shall not be liable for any delays, loss, or damage in transit. ATI will use commercially reasonable efforts to comply with Customer’s requests as to method of transportation, but ATI reserves the right to use an alternate method of transportation, whether or not at a higher cost to Customer, if the method specified by Customer is deemed by ATI to be unavailable or would compromise product quality or safety. In any such case, ATI shall notify Customer of any such change.

Title and Risk of Loss

Consistent with F.O.B. origin shipping terms, risk of loss for the Goods passes to Customer upon delivery of the Goods to the carrier at ATI’s shipping point. Notwithstanding passage of risk of loss, title to the Goods shall not pass to Customer until ATI has received payment in full for the Goods, and ATI retains a security interest in the Goods, and the proceeds thereof, until full payment is received.

Inspection

ATI is not the manufacturer of Goods sold under this Agreement. Accordingly, it is the Customer’s sole responsibility to inspect all Goods upon receipt and prior to acceptance.

If any Goods are missing, visibly damaged, or non-conforming, the Customer must note the issue on the shipping ticket and refuse delivery. If damage to the Goods is not visible upon arrival (concealed damage), the Customer must report it to ATI within five (5) business days of delivery. Claims submitted after the applicable inspection period will not be accepted under any circumstances, and shall: (a) constitute acceptance of the Goods; (b) waive Customer’s rights and remedies in connection with the Goods; and (c) relieve ATI of any further obligations in connection with the Goods.

At ATI’s request, the Customer must provide documentation of the issue, including a signed shipping ticket. For visibly damaged goods, the Customer must clearly note on the shipping ticket: (a) a description of the Goods, (b) the damage or condition, and (c) the phrase “SUBJECT TO INSPECTION.” ATI recommends that Customers retain a copy of the signed shipping ticket. Without these steps, ATI cannot assist with freight claims, which require this information for credit or replacement.

If ATI determines, in its sole discretion, that the Goods are non-conforming, the Customer gave timely notice, and the issue was not caused by the Customer or post-delivery handling, ATI will, at its sole discretion, either (i) replace the Goods at no cost or (ii) refund the purchase price. The Customer bears all costs and risks related to handling and return of the Goods.

If damage is visible upon delivery:

· Within the Inspection Period, Customers must contact ATI to request a new shipment at no charge. Please note that in addition to the shipping ticket, ATI will ask for a copy of the Bill of Lading with a note and proof of damage.

· Customers should immediately take photo evidence of damage to provide to ATI when requesting a new shipment.

If damage is not visible upon delivery (concealed damage):

· Customers must report the damage within five (5) days of delivery. Failure to do during such period will result in the inability to file a claim with the freight carrier.

· Customers must keep documentation of all receipts and photo evidence of the damage.

Shipments of Goods sent via freight may be subject to additional charges, such as the following:

· Lift Gate: Lift gates are required for shipments exceeding 100 pounds or 72 inches in height. If the Customer’s drop-off location does not have accessible docks or a fork-lift, the shipment may require a truck with a lift gate.

· Limited Delivery Access:  If the Customer’s drop-off location has limited access for carriers and is not part of the original quote, an adjustment may be applied. If an employee is not available to assist with loading or unloading a limited delivery access may be applied.

· Residential Fees:  If an Order is delivered to a residence or business that is not publicly marked or factored into the original shipment quote as provided by ATI, an additional fee may be imposed in ATI’s sole discretion. To prevent this, please ensure the business name is listed correctly on the Bill of Lading.

· Re-Class: Additional fees may be incurred if the carrier inspects and reclassifies freight due to discrepancies between the actual freight and what is recorded on the Bill of Landing.

Next Day Air Shipments and Holiday Closures

ATI processes and ships orders on Business Days only. For purposes of these Terms, "Business Days" means Monday through Friday, excluding weekends and any holidays observed by ATI as published on ATI's website (or otherwise made available to Customer) from time to time.

ATI does not process Next Day Air shipments on non-Business Days. Orders placed on weekends, observed holidays, or after the applicable daily cutoff time will be processed on the next Business Day.

ATI will use commercially reasonable efforts to process and ship any delayed Next Day Air orders on the next Business Day following a closure. ATI recommends that Customers plan accordingly to avoid any disruptions in delivery timelines.

Early AM Next Day Air Shipments

If a Customer requires Early AM Next Day Air delivery, such request must be made at the time the Order is placed. Early AM service is subject to carrier availability and must be scheduled in advance. An additional fee applies for all Early AM shipments. ATI will confirm the applicable charges with Customer prior to processing the Order. No Early AM shipment will be scheduled or processed without Customer’s express confirmation of the additional charges.

Pricing and Taxes

  • Unless otherwise stated in writing by ATI, all prices and sales are based on F.O.B. origin, with freight charges either allowed, prepaid, or billed separately, as designated by ATI.
  • All prices are quoted in U.S. dollars and rounded to the nearest two decimal places. Unless otherwise specified in writing by ATI, all price quotations are valid for thirty (30) days from the date of issuance. Prices quoted or listed are subject to change without notice after that period, including adjustments due to industry-wide cost increases in goods or services prior to the execution of an Order.
  • All prices quoted by ATI are exclusive of applicable sales, use, excise, or other taxes unless explicitly stated otherwise in writing by ATI. Taxes will be assessed at the time of invoicing unless the Customer provides a valid and applicable resale certificate, tax exemption certificate, or other documentation acceptable to the relevant taxing authority. The Customer is solely responsible for the payment of all applicable taxes unless a valid exemption applies.
  • ATI regularly updates its website to reflect changes in product availability, specifications, promotional pricing, and other content, including but not limited to images, product data sheets, and discontinued items. All such content is subject to change without prior notice.
  • ATI’s quoted prices are subject to change based on current or future tariffs, duties, customs charges, import/export fees, anti-dumping duties, safeguard measures, or other governmental levies that may be imposed on the Goods or any component thereof by U.S. or foreign authorities. ATI reserves the right to adjust pricing, billing, or delivery terms in response to any such charges that are enacted or modified before, during, or after the issuance of an Order or quotation, or prior to the shipment of Goods. The Customer shall bear full responsibility for any increase in costs resulting from newly imposed or adjusted tariffs, trade regulations, or other governmental actions that affect ATI’s ability to manufacture, source, or deliver the Goods. These costs may include, but are not limited to: (A) Import/Export tariffs or duties imposed by any government; (B) trade restrictions, embargoes, or sanctions affecting the Goods; (C) Port congestion surcharges or customs clearance delays; or (D) fees associated with compliance with new international or domestic regulations. ATI will make reasonable efforts to notify the Customer of any such adjustments prior to shipment. However, ATI shall not be liable for any delays, increased costs, or inability to fulfill part or all of the order due to changes in applicable trade regulations or tariffs outside of ATI’s control. If additional duties, taxes, or surcharges are imposed after an order is accepted, ATI reserves the right to pass through such costs to the Customer, and the Customer agrees to pay any such amounts as part of the total invoiced price. Non-payment of these additional charges will be considered a breach of contract, and ATI shall have the right to suspend delivery or cancel the order without further obligation or liability. To the extent any new or existing trade regulation renders performance impracticable, economically unreasonable, or otherwise impossible, ATI may, in its sole discretion, invoke force majeure protections and suspend, delay, or cancel performance without liability.

Payments and Credit

· Payment terms are Net Thirty (30) days from the invoice date (or as otherwise stated on the applicable invoices). Any unpaid balance outstanding more than Forty-Five (45) days from the invoice date will accrue interest at the rate of eighteen percent (18%) per annum, or the maximum rate permitted by applicable law, whichever is lower. In the event of default, and if the account is referred to an attorney or collection agency, the Customer agrees to pay all collection costs, including reasonable attorney’s fees and expenses.

· Payments made by credit card must be received within Ten (10) days of the invoice date. If not received within this period, a three percent (3%) processing fee will apply to the transaction.

· ATI reserves the right, at any time and in its sole discretion, to withhold shipments, in whole or in part, to recall goods in transit, or to repossess delivered goods not yet paid for in full if: (A) the Customer’s account becomes past due; or (B) ATI has a good faith believe that the prospect of payment is impaired.

· ATI retains a security interest in all goods sold until full payment has been received. Customer shall not grant any security interest in the goods to any third party prior to full payment. Upon request, the Customer agrees to provide ATI with a written representation confirming that the Customer is, and remains, financially solvent.

· Customer shall provide ATI with updated financial information (including, without limitation, updated financial statements) as a condition for the continued extension of any credit granted to Customer.

· In the event that ATI is required to pursue legal action or engage a collection agency to recover any past due balances, the Customer agrees to pay all associated costs of collection, including but not limited to reasonable attorneys’ fees, court costs, and collection agency fees.

· Payments may be applied against open charges at the discretion of ATI. Upon request, the Customer agrees to provide a written statement from creditors certifying that the Customer is and remains solvent.

· Customer shall pay all amounts when due without any set-off, counterclaim, deduction, recoupment, or withholding of any kind. Customer’s payment obligations are absolute and are not subject to any dispute regarding the Goods or Services.

· For special, custom, or made-to-order Goods, all contracts will be reviewed for lien and bond rights prior to ordering the Goods.

· Invoicing for Goods using custom third-party tanks and/or enclosures, or other third-party equipment, must be negotiated and agreed in writing prior to order release.

· Alternative payment terms (including, without limitation, discounts, “pay-when-paid,” or “pay-if-paid” arrangements) may be established only by an Officer of ATI and must be approved in writing before the Order is placed.

Indemnification

To the fullest extent permitted by applicable law, Customer agrees to indemnify, defend, and hold harmless ATI, its owners, officers, directors, employees, affiliates, and representatives (each, an “Indemnified Party”) from and against any and all third-party claims, and all losses, damages, liabilities, and costs arising therefrom, including, without limitation, loss of profit or revenue and reasonable attorneys’ fees, expenses, and costs (including those incurred in enforcing this indemnity), arising out of or related to any claim involving personal injury, death, or property damage that results from (i) Customer’s obligations under this Agreement; (ii) Customer’s handling, use, resale, installation, storage, or disposal of the Goods or any Services; or (iii) Customer’s breach of these Terms or violation of applicable law. This indemnity applies even where the claim is alleged to have been caused, in whole or in part, by the negligence of an Indemnified Party; provided, however, that Customer’s indemnity obligation shall not extend to the portion of any loss finally determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s own gross negligence or willful misconduct.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ATI OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (a) WHETHER SUCH DAMAGES WERE FORESEEABLE, (b) WHETHER ATI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (c) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. ATI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO ATI PURSUANT TO THIS AGREEMENT.

Specifications and Approvals

·    Wire and Cable Tolerances: Unless otherwise specified in the Order, all wire and cable tolerances are +/- 10%.

·  Customer-Provided Drawings and Specifications: All CAD drawings, plans, quantity counts, dimensions, and other specifications provided by the Customer must be reviewed and confirmed in writing by ATI prior to the commencement of fabrication. ATI will not be responsible for errors or discrepancies in any fabrication performed without such written approval.

Disruptions and Delays

ATI shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond ATI’s control, including, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) weather-related disruptions or delays from UPS or other carriers, and (j) other events beyond the control of ATI. ATI strongly encourages Customers to monitor weather conditions and carrier updates (e.g., from UPS), as ATI has no control over and cannot predict external delivery disruptions such as storms, road closures, or other adverse weather events.

Goods Warranty

The warranty ATI provides for the Goods it represents and distributes is limited to the warranty provided by the manufacture of the Goods. UNLESS OTHERWISE STATED HEREIN, ATI MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ATI, OR ANY OTHER INDIVIDUAL OR ENTITY ON ATI’S BEHALF.

The Goods may be subject to various laws including U.S. and foreign export controls. ATI is committed to complying with all relevant export laws. ATI takes reasonable steps to ensure the Goods are in conformity with applicable laws and regulations; however, Customer acknowledges that Goods may be used in various jurisdictions for various applications subject to disparate regulations and therefore that ATI cannot warrant compliance with all applicable laws and regulations. ATI disclaims any representation or warranty that the Goods conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by ATI in writing. Customer shall comply with all applicable laws, regulations and ordinances. ATI may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

Notwithstanding the foregoing, in cases where ATI modifies, alters, or assembles Goods purchased from manufacturers, ATI warrants the workmanship of such modifications for a period of one (1) year from the date of shipment. This warranty is strictly limited to defects in workmanship and does not extend to defects in materials or design, which remain subject to the manufacturer’s warranty, if any. This warranty does not apply to normal wear and tear or damage caused by negligence, lack of maintenance, accident, abnormal operation, improper installation or service, unauthorized repair, fire, floods, and acts of God. All incidental costs associated with the repair or replacement of defective Goods, including, but not limited to, removal, disassembly, reinstallation, reconstruction, or transportation, shall be borne exclusively by the Customer. Under no circumstances shall ATI be liable for such costs or for any indirect, incidental, or consequential damages. Notwithstanding anything to the contrary herein, ATI's obligation to provide any warranty service or remedy under this paragraph is expressly conditioned on Customer's account being current. If any amount payable to ATI is past due, ATI may, to the extent permitted by applicable law, suspend and withhold any warranty inspection, repair, replacement, or other warranty service or remedy until all past-due amounts (including any accrued interest and costs) have been paid in full. Any applicable warranty period shall continue to run during such suspension and shall not be extended. This paragraph does not obligate ATI to perform warranty service while Customer is in default, but suspension of warranty service for non-payment shall not, by itself, be construed to extinguish the underlying warranty, which shall again be available upon Customer's cure of the payment default.

Service Warranty

ATI warrants that its Services will be free from defects in workmanship for a period of ninety (90) days from the date the applicable Services are completed (“the Service Warranty Period”). Customer must notify ATI in writing of any claim under this warranty within the Service Warranty Period. Any claims not made within the Service Warranty Period are deemed waived. This warranty applies only to the labor performed by ATI and does not extend to (a) any Goods, parts, materials, or equipment, which are covered solely by the applicable manufacturer's warranty (and, where applicable, ATI's separate warranty for Goods), or (b) any defect or failure caused by Customer or any third party, misuse, abuse, accident, lack of maintenance, normal wear and tear, improper operation, alteration, or any conditions, designs, or materials supplied or specified by Customer.

Customer's sole and exclusive remedy, and ATI's entire liability, for any breach of the Service Warranty is, at ATI's option, to re-perform the defective portion of the Services or to refund the amounts paid to ATI for the defective Services, provided that ATI is given a reasonable opportunity to cure. This remedy is expressly agreed to be the sole and exclusive remedy and is in lieu of all other remedies. All costs of accessing the work site and of removal, disassembly, reinstallation, or transportation associated with any re-performance shall be borne by Customer.

EXCEPT FOR THE EXPRESS SERVICE WARRANTY SET FORTH ABOVE, ATI MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, AND ATI EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY OR DUTY THAT THE SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN NO EVENT SHALL ATI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

Term; Termination

The Agreement shall commence upon ATI’s acceptance of the Order and shall continue through Customer’s acceptance of such Goods or completion of such Services, as may be further specified in the Order. In addition to any remedies that may be provided under these Terms, ATI may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under this Agreement; (b) is in default under any credit agreement, financing agreement, or similar arrangement relating to the Goods;  (c) has not otherwise performed or complied with any of these Terms, in whole or in part; or (d) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Upon expiration or termination of the Agreement, ATI shall invoice the Customer for all outstanding fees and expenses incurred for Goods ordered or delivered under this Agreement through and including the date of any such termination or expiration. 

Returns and Customer Credits

No Goods will be accepted for return without prior written approval from ATI. All returns must be accompanied by an ATI-issued Return Merchandise Authorization (RMA) number. Once the RMA is issued, the Customer has thirty (30) days to return the approved items to ATI’s facility. Returns received after this period will not be accepted.

All returned items must be unused, unaltered, and in their original packaging. Returned items are subject to a minimum restocking fee of twenty-five percent (25%) of the original purchase price. The Customer is responsible for all return shipping costs; provided, however, if ATI or its affiliates ship incorrect Goods, ATI will cover the cost of return freight and no restocking fee will be applied.

If duplicate items are received by the Customer, the Customer is responsible for either returning the duplicate items within thirty (30) days or paying for them in full. If the duplicate items are not returned within the specified timeframe, any issued credit will be canceled, and the Customer will be invoiced for the duplicate Goods.

All return shipments must use an ATI-provided shipping label or Bill of Lading (BOL). Returns shipped “collect” without prior written authorization from ATI will not be accepted.

Notwithstanding the foregoing, the following Goods are not eligible for return:

·    Custom-built or made-to-order items (which includes orders that were special orders or otherwise altered to accommodate Customer)

·      Custom-cut wire or cable lengths

·      Damaged items

·      Used items

Cancellations of Orders

In no event shall Customer have the right or ability to cancel any Order, either in whole or in part, without ATI’s prior written consent, which may be withheld in ATI’s sole and absolute discretion. In the event that ATI agrees to such cancellation, Customers may still be responsible for any fees  that may have incurred due to restocking charges, manufacture fees and/or fabrication time and material. Should Customer attempt to cancel any Order and/or refuse to accept any conforming Goods, then Customer shall be in default of its obligations under these Terms and any and all amounts owed in connection with such Order and/or Goods shall become immediately due and payable, including, but not limited to, the entire amount of the Order plus any cancellation charge incurred by ATI and any expenses or fees incidental to such cancellation, including the cost of any restocking charges, manufacture fees and/or fabrication time and material purchased in furtherance of such Order. The amount of credit may be changed or credit withdrawn by ATI at any time, in its sole discretion.

Special Orders

Upon ATI’s acceptance and Customer’s written release of an Order for special, custom, or made-to-order equipment (a “Special Order”), the Order will be entered into production and will not thereafter be subject to cancellation or deferment of delivery without ATI’s written consent. Any expenses incurred by ATI as a result of the cancellation of a Special Order or the deferment of its delivery schedule will be billed to Customer and are immediately due, including any costs of cancellation. Because ATI’s actual damages resulting from cancellation of a Special Order are difficult or impossible to ascertain as of the date the Order is accepted, the parties agree that the following cancellation charges represent a reasonable estimate of ATI’s anticipated loss and are intended as liquidated damages, and not as a penalty. The applicable charge below shall be ATI’s liquidated damages for cancellation at the corresponding stage:

· 15% of the total Order price, if cancelled after ATI has provided submittals and prior to release for manufacture;

· 25% of the total Order price, if cancelled after release of the Order to manufacture;

· 100% of the total Order price, if the equipment is already on order with the factory; and

· 100% of the total Order price, if cancelled after the equipment has shipped from the manufacturing plant.

Intellectual Property

ATI is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third parties are infringed by goods received from suppliers and/or buyers via ATI or any third parties, including but not limited to goods, models, and drawings for the manufacture and/or delivery of certain Goods.

About California Proposition 65 

Proposition 65, officially known as the Safe Drinking Water and Toxic Enforcement Act of 1986, is a law that requires warnings be provided to California consumers when they might be exposed to chemicals identified by California as causing cancer or reproductive toxicity. The warnings are intended to help California consumers make informed decisions about their exposures to these chemicals from the products they use. The California Office of Environmental Health Hazard Assessment (OEHHA) administers the Proposition 65 program and maintains and updates the listed chemicals, which includes more than 850 chemicals. In August 2016, OEHHA adopted new regulations, effective on August 30, 2018, which change the information required in Proposition 65 warnings.

The following warning will be provided for products that apply:

WARNING: This product contains chemicals known to the State of California to cause cancer and birth defects or other reproductive harm.

Miscellaneous

These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of ATI. No waiver by ATI of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ATI. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by ATI operates or may be construed, as a waiver thereof.

Customer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Customer without the prior written consent of ATI. Any purported assignment or delegation in violation of this is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

This Agreement benefits solely the parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement is governed by, and construed in accordance with the laws of the State of Florida without giving effect to any conflict of laws provisions thereof. The parties agree that the exclusive venue and forum for any action, claim, or proceeding arising out of or relating to this Agreement shall be the state courts located in the county of ATI’s principal place of business in the State of Florida, or the federal courts whose district encompasses that county, and each party irrevocably submits to the personal jurisdiction of, and waives any objection to venue in, such courts. EACH PARTY IRREVOCABLY WAIVES THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM, OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY THE OTHER, WHETHER BASED UPON CONTRACTUAL, STATUTORY, TORTIOUS, OR OTHER THEORIES OF LIABILITY.

All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Order or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).

If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Any provision of this Agreement that by its nature should survive expiration or termination shall survive, including, without limitation, the provisions governing payment and amounts due, warranty disclaimers and limitations, limitation of liability, indemnification, intellectual property, governing law and venue, and these miscellaneous provisions.

In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including those incurred at trial and on appeal and in any bankruptcy or collection proceeding. This provision is in addition to, and not in limitation of, any other right of ATI to recover collection costs and fees under these Terms.