Terms & Conditions Of Sale

Overview – Atal Cyf., Terms & Conditions

In these Terms & Conditions of trading (“Terms”), Atal Cyf. is referred to as “Atal”, and the buyer is referred to as the “Customer”. “Delivery Address” shall be interpreted according to the information on the invoices. The expression “Contract” means an offer, or an order followed by an acceptance thereof whether by conduct or otherwise. “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. “Goods” means the goods supplied by Atal under the Contract. “Net Invoice Value” means the invoiced price for the Goods only, excluding VAT and excluding any delivery, carriage, handling or similar charges.

Application and precedence

These Terms apply to and are incorporated into every Contract between Atal and the Customer for the sale of Goods and/or provision of services, to the exclusion of any terms and conditions that the Customer seeks to impose or incorporate (including in any purchase order, supplier onboarding portal or similar document). In the event of any conflict between these Terms and any Customer document, these Terms shall prevail unless Atal expressly agrees otherwise in writing signed by an authorised signatory of Atal.

Section 1 – Prices

All prices are quoted in pounds sterling (£) and are exclusive of value added tax (VAT) and any other applicable taxes, duties, levies, or charges, which shall be payable by the Customer in addition to the price. Prices are as stated in Atal’s quotation or order confirmation and are valid only for the period stated therein or, if no period is stated, for thirty (30) calendar days from the date of issue. Atal reserves the right to amend prices at any time prior to acceptance of an order.

Section 2 – Payment Terms

Unless otherwise agreed in writing, payment of all invoices shall be made in full, without deduction or set-off, within thirty (30) calendar days of the invoice date. Time for payment shall be of the essence. Payment shall be made by the method specified on the invoice or as otherwise notified by Atal.

Each account set up with Atal will have a credit limit. The Customer will be notified of the credit limit terms and the amount available. If monies outstanding exceed the agreed limit, payment will be required prior to the release of any materials.

Section 3 – Late Payment And Interest

If the Customer fails to make any payment due by the due date, Atal reserves the right, without prejudice to any other rights or remedies, to:

1. Charge interest on the overdue amount at the statutory rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, being 8% per annum above the Bank of England base rate, accruing on a daily basis from the due date until payment is made in full; and
2. Recover from the Customer any fixed compensation and reasonable costs of recovery permitted under the Late Payment of Commercial Debts (Interest) Act 1998.

Section 4 – Suspension Of Supply

Atal reserves the right to suspend performance, delivery of Goods, or provision of services if any invoice remains unpaid after the due date.

Section 5 – Delivery & Returns

5.1 Delivery timing. Subject to clause 5.2 below, and unless otherwise agreed in writing, Goods shall be delivered as soon as they are ready.

5.2 Multiple deliveries / acceptance. In the case of a Contract involving more than one delivery, and in the absence of special arrangements to the contrary, all such deliveries shall be accepted within six (6) months from the date of the first delivery. If the Customer fails to accept delivery, Atal shall be entitled to invoice such Goods forthwith and to charge, at rates giving an economic return, for the handling and storage of such Goods and for insurance from the date of invoice to the date the Customer takes delivery, or the date Atal disposes of them.

5.3 Failure to take delivery. If the Customer fails to take delivery within thirty (30) calendar days of the date of invoice, Atal may (at its option): (a) take the invoice into account and charge for handling and storage of the Goods at rates giving an economic return, together with insurance from the date of invoice to the date the Customer takes delivery or Atal disposes of them; or (b) treat the Contract as at an end (without prejudice to any other right Atal might have against the Customer) and resell the Goods.

5.4 Instalments. If the Contract provides for delivery by instalments, delay, failure or default in any one instalment shall not entitle the Customer to treat the Contract as at an end or to reject any other instalments.

5.5 Inspection and delivery claims. The Customer must inspect all Goods immediately on delivery. Any claim for (a) damage in transit that is reasonably apparent on delivery, (b) short delivery, or (c) incorrect Goods must be notified to Atal in writing within 24 hours of receipt, with supporting evidence (including photographs where relevant). Claims alleging a quality issue or other defect not reasonably apparent on delivery must be notified to Atal in writing within 5 calendar days after discovery and, in any event, no later than 30 calendar days after delivery, supported by evidence reasonably requested by Atal (including batch/lot numbers, photographs and installation/storage details). Atal may require the Goods to be quarantined and may require inspection and/or return of samples before any credit, replacement or other remedy is considered. Atal shall have no liability for (and may reject) claims arising from misuse, incorrect application, failure to follow manufacturer instructions, abnormal site conditions, contamination, or incorrect storage/handling by the Customer or any third party.

5.6 Returns (non-fault). Return requests must be submitted by the Customer in writing to Atal within 30 calendar days of delivery of the Goods. No Goods may be returned unless Atal has authorised the return in writing in advance (at Atal’s sole discretion) and issued return instructions (including any return authorisation/RMA (Return Material Authorisation) reference). Any return authorisation/RMA permits return/shipment or collection only and does not constitute acceptance of the Goods for return or an agreement to issue a credit note. If a return is authorised, the Customer must ensure the Goods are received by Atal (or made available for collection, as directed by Atal) within 10 calendar days of the date of Atal’s authorisation (or by any earlier deadline stated by Atal), failing which the authorisation will lapse unless Atal agrees otherwise in writing. Where a return is authorised and the Goods are received by Atal and, following inspection, are accepted by Atal as fit for resale in accordance with clauses 5.6.2 to 5.6.4, Atal will issue the credit note (net of any applicable charges under clause 5.6.3) within 30 calendar days of acceptance.

5.6.1 Special Orders. Special Orders are non-returnable. “Special Orders” include any non-stock, made-to-order, bespoke, cut-to-length, tinted/coloured, or otherwise customer-specific items, and any items ordered in specifically to meet the Customer’s order requirements. Special Orders cannot be cancelled and must be paid for in full (in cleared funds) before Atal places the order.

5.6.2 Eligibility and condition. To be eligible for return, Goods must be unused, unopened, complete, in their original packaging, labels intact, and in a condition fit for resale. Products must have a reasonable remaining shelf life/expiry date of at least 3 months on the date Atal receives the return. The Customer must store Goods appropriately and protect them from damage, including from weather and site conditions.

5.6.3 Fees and charges. Where a return is authorised, Atal may apply: (a) a restocking charge of 30% of the Net Invoice Value of the returned Goods; (b) a £150 administration fee per authorised return/RMA; and (c) any collection/transport costs and any other reasonable costs incurred by Atal in connection with the return (including inspection, handling, repackaging and storage). Atal may deduct all applicable charges from any credit note or refund due. For the avoidance of doubt, delivery, carriage, handling and similar charges are not refundable or creditable on return.

5.6.4 Risk, inspection and disposal. Risk remains with the Customer until the Goods are received and inspected by Atal. Any credit note/refund is subject to Atal’s inspection and confirmation that the Goods meet the eligibility requirements. If any returned Goods are damaged (including due to inadequate packaging or storage), not fit for resale, or contaminated, Atal may refuse the return and/or charge the Customer for disposal and any associated costs (including handling and transport).

5.7 Transport and collections. Unless Atal agrees otherwise in writing, all transport/collection arrangements and costs in connection with a return are at the Customer’s expense. Where Atal agrees to collect Goods, the Customer must make the Goods available for inspection and collection at a suitable time and location, properly packaged and ready for loading, within the timeframe stated in Atal’s return authorisation. Any waiting time, failed collections or re-collections caused by the Customer may be charged to the Customer.

5.8 Defective Goods – remedies. Where Atal agrees that Goods are defective or otherwise not in conformity with the Contract, Atal may (at its option) repair the Goods, replace the Goods, or issue a credit note for the Net Invoice Value of the affected Goods (less any sums properly due from the Customer to Atal). The remedies in this clause 5.8 are the Customer’s exclusive remedies for defective or non-conforming Goods, subject always to clause 11 (Limitation of Liability).

5.9 Warranties and fitness for purpose. Except as expressly stated in these Terms or agreed by Atal in writing, Atal gives no warranty or undertaking as to the quality, condition, performance or fitness for purpose of the Goods. The Customer acknowledges that it is responsible for selecting the Goods for their intended use, for verifying suitability (including compatibility with substrates and site conditions), and for ensuring correct storage, preparation and application in accordance with manufacturer instructions and applicable standards. To the fullest extent permitted by law, all conditions, warranties and other terms implied by statute or common law are excluded from the Contract, including (without limitation) any implied terms as to satisfactory quality and fitness for purpose

Section 6 – Delivery Dates

Unless otherwise agreed in writing, Atal does not guarantee pre-arranged delivery dates. Any delivery dates provided are estimates only, and time for delivery shall not be of the essence. Delivery shall be effected in accordance with these Terms.

The Goods comprised in the Contract remain the property of Atal until Atal has received payment in full (in cleared funds) for the Goods comprised in this Contract and all other sums due from the Customer to Atal. Risk passes to the Customer at the point delivery commences. If any amount outstanding to Atal remains unpaid after the due date for payment, Atal may recover the Goods at any time from the Customer (if in the Customer’s possession). For that purpose, Atal, its servants and agents may enter upon any land or building upon which the Goods are situated.

The Customer has the right to dispose of the Goods in the ordinary course of its business for the account of Atal, and to pass good title to its customers who are bona fide purchasers for value without notice of Atal’s rights. However, any warranties, conditions or representations given or made by the Customer or any third party shall not be binding on Atal, and the Customer shall indemnify Atal in respect of any such matters.

In the event of such disposal, the Customer shall hold the proceeds of sale on trust for Atal to the extent of all sums owing to Atal under this or any other contract between them, and may retain any balance. Atal has the additional right to recover the Customer’s price directly from the Customer’s customer to the extent unpaid. If Atal avails itself of such right, Atal will account to the Customer for any such excess, less any expenses incurred by Atal in respect of such recovery.

Delivery complaints and claims. Any complaint or claim relating to delivery, shortages, incorrect Goods, damage in transit, or quality/defects shall be made strictly in accordance with Section 5 above (including the applicable notification time limits and evidence requirements).

Section 7 – Variations

Variations in quantity, gauge or size not exceeding plus or minus 10% will be considered due execution of the Contract, except where the product is specially ordered and additional variation may apply (the amount of which will be governed by the quantity of the product delivered by Atal). Quantity variations will be charged pro rata.

Section 8 – Cancellations

The Customer may cancel an order only with Atal’s prior written consent. Any cancellation accepted by Atal may be subject to a cancellation charge to cover costs incurred, including but not limited to administration, materials, handling and restocking fees.

Orders for standard stock products may be cancelled without charge provided written notice is received and acknowledged by Atal prior to dispatch. Once products have been dispatched, cancellation will not be accepted. Special Orders cannot be cancelled and are subject to prepayment in accordance with clause 5.6.1.

Cancellation after dispatch or delivery will not be accepted. Any return of Goods (where permitted) will only be accepted where agreed in writing by Atal in advance and will be subject to Section 5 of these Terms, including any restocking, handling, administration and return transport charges.

Atal reserves the right to cancel an order at any time prior to delivery where circumstances arise beyond its reasonable control, including but not limited to material shortages, supplier failure, force majeure events, or errors in pricing or product description. In such cases, any payments received will be refunded in full.

Section 9 – Copyright & Other Industrial Property Rights

Atal shall be indemnified by the Customer against any claim by a third party arising out of any Goods supplied to, or work done for, the Customer, including any infringement of copyright, patent, trade mark or registered design, but only where Goods have been supplied or work has been done by Atal in accordance with the Customer’s designs, drawings, details or specific instructions which are discovered to be the cause of such infringement.

Atal does not warrant or represent that the Goods to be sold will have been manufactured or processed by Atal. Atal may act as a principal or an undisclosed agent for any other person or company in the making or performance of the Contract for the sale of Goods.

Section 10 – Force Majeure

Atal shall not be liable for any delay in performing, or failure to perform, any of its obligations under the Contract where such delay or failure results from events, circumstances or causes beyond Atal’s reasonable control (including, without limitation, acts of God, war, industrial action, lockouts, fire, flood, drought, tempest, epidemic/pandemic, transport disruption, supplier failure, or failure of utilities). In such circumstances, Atal’s obligations shall be suspended for the period of the event. If the event continues for a reasonable period, Atal may terminate the Contract by written notice.

No forbearance or indulgence by Atal shown or granted to the Customer (whether in respect of these Terms or otherwise) shall in any way affect or prejudice the rights of Atal against the Customer or be regarded as a waiver of any of these Terms.

The interpretation and performance of these Terms will be governed by the law of England and Wales.

Section 11 – Limitation of Liability

Nothing in these Terms shall limit or exclude either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded by law.

Subject to the paragraph above, Atal’s total aggregate liability to the Customer arising out of or in connection with the Contract (whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, restitution or otherwise) shall be limited to the Net Invoice Value of the Goods giving rise to the claim. This cap applies in respect of any one claim and in the aggregate in respect of any series of connected claims.

Subject to the paragraph above, Atal shall not be liable for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of opportunity, or for any indirect or consequential loss or damage.

The Customer acknowledges that any technical guidance or advisory information provided by Atal is given in good faith and does not constitute a guarantee of performance or suitability for a particular purpose; the Customer remains responsible for verifying product suitability, correct application and compliance with manufacturer instructions and applicable standards.

Section 12 – Contact Information

Questions about the Terms & Conditions of Sale should be sent to us at enquiries@ataluk.com

Section 13 – General

Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, correspondence, representations or arrangements relating to its subject matter. Each party acknowledges that it has not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract.

Severance. If any provision (or part of a provision) of the Contract is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part-provision) shall be deemed deleted. Any modification to or deletion of a provision (or part-provision) shall not affect the validity and enforceability of the rest of the Contract.

Assignment and subcontracting. Atal may at any time assign, transfer, charge, subcontract, delegate or otherwise deal in any manner with any or all of its rights and obligations under the Contract. The Customer may not assign, transfer, charge, subcontract, delegate, declare a trust over or otherwise deal in any manner with any of its rights and obligations under the Contract without Atal’s prior written consent.

Notices. Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service to the registered office (or other address notified in writing) of the relevant party, or sent by email to the email address last notified by that party for notices. A notice shall be deemed received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if posted, at 9.00 am on the second Business Day after posting; or (c) if sent by email, at the time of transmission, provided that no delivery failure notification is received.

Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.