Atlas Bronze Terms and Conditions
Maranatha Now, Inc. DBA Atlas Bronze (Atlas Bronze) Terms and Conditions of Sale apply to all purchases and sales of items offered here on
www.atlasbronze.com and through our other sales channels. Your purchase means you have
accepted our Terms and Conditions of Sale in effect as of the date of purchase.
We disclaim any other Terms and Conditions contained in any customer purchase order, order form or otherwise unless expressly agreed to by us in writing. Purchase orders must be strictly in conformity with these Terms and Conditions of Sale. Inconsistent or
conflicting terms in any purchase order or sale acknowledgment are rejected and shall be controlled by these Terms and Conditions unless agreed to by the customer and Atlas Bronze in a separate mutual writing. Additional terms are not binding unless agreed to by an officer of Atlas Bronze in a separate writing. We reserve the right to decline fulfilling orders at our
Our Hassle Free Guarantee
Atlas Bronze has been doing business for 20 years. That experience comes with the knowledge that we all order the wrong thing from time to time. As long as the part is not customized for you,
we will happily and quickly provide an exchange or refund (subject to inspection) provided we are notified within 15 days of your shipment receipt date and is in its original packaging. If the parts was custom made or custom cut, then the return will be reviewed on a Case by Case basis. All other orders will be reviewed on a case by case basis.
Article 1 Purpose and Scope
Any order implies the acceptance without reservation by the Customer and its full adherence to these General Terms and Conditions of Sale (GCS) which prevail over any other document of the
Customer, and in particular over all other General Terms and Conditions of
Purchase (GCP), unless the Seller has expressly agreed otherwise. These GCS
apply to the sales of all products and services by the Seller, unless a prior
agreement in writing has been reached between the parties. The fact of not
invoking at a given time any of the clauses set forth below cannot subsequently
amount to a waiver of these same clauses.
Article 2 Orders
2.01 Placing of Order
The orders are only valid after
written acceptance by the Seller.
Should the Customer place an order
without having paid for the previous orders already delivered, the Seller may
refuse to honor the order without the Customer being able to claim any
compensation, for whatever reason.
2.02 Minimum Quantity
The Seller reserves the right to set
a minimum quantity per line of order corresponding to a minimum quantity
necessary for starting production. These minimum quantities by type of products
are available upon simple request from the Seller's Sales Department.
Any dispensation from this minimum
quantity, at the request of the Customer, shall lead to the acceptance by it of
a flat-rate price, according to the scale provided by the Seller's Sales
2.03 Order modification
Any request for a modification to an
order (quantity, technical modification or inspection or packaging, etc. ..)
may only be considered by the Seller, if the request is made to it in writing
and reaches it within 4 working days from receipt of the initial order.
In this case, the changes will be
subject to a price revision and the Seller shall no longer be bound by the
initially agreed deadlines for delivery. A corresponding new order confirmation
will then be sent.
2.04 Cancellation of order
The orders sent by the Customer are
irrevocable, unless the Seller agrees in writing otherwise, notwithstanding the payment of costs already incurred.
Article 3 Tooling
3.01 Contribution to the tooling costs
In the case of forgings, foundry parts, or any other product requiring either partial of full tooling, the Customer's participation in the financing of the costs for the research,design, development and the manufacture of the tooling are subject to a separate prior order.
It is understood that the financial participation of the Customer in the tooling costs gives to the latter only a right of use of the said equipment in the Seller's factories for the purposes of fulfilling its order and that the Seller retains full ownership of the tooling. The Seller shall mention to the Customer the maximal quantity of parts
or products being able to be produced thanks to its contribution to the tooling
costs. If the tooling is provided by the Customer, the Seller shall not
guarantee the duration of use of this equipment. In addition, if the Seller
considers it necessary to make modifications so that parts can be produced
properly, the costs will be the responsibility of the Customer. The Customer
will replace the tooling at the request of the Seller. The use of the tooling
is reserved solely for the Customer or for a third party in which case the
Customer will inform the Seller in advance.
3.02 Payment for tooling
Payment for tooling contribution will be
-50% cash when the order is placed
-50% at the acceptance of the initial samples
3.03 Storage of tooling
The tooling is stored by the Seller
at its own expenses for a period of 2 years from the date of the last order.
After the expiry of this period, the Seller reserves the right to scrap it. The
Seller shall inform the Customer of its approach, and should the Customer wish
the tooling to be kept, it will have to pay for the storage, security and
management costs for a lump annual sum of $563.00.
Article 4 Intellectual Property and Confidentiality
4.01 Intellectual Property
The delivery of the parts does not entail the transfer to the Customer of the property rights of the forge or foundry concerning the Seller's manufacturing research, its software, patents, and any other development work that it may have undertaken. Similarly, the
price of the manufacturing equipment designed by the Seller, whether or not it
was produced by the Seller, shall not include the value of its intellectual
property, which is to say the research, patent or know-how investment that it
has made in respect of its development. The same shall apply to any adjustments
that the Seller may have made to the equipment supplied by the Customer in
order to ensure the proper production of the parts.
4.02 Commitment to confidentiality
Under no circumstances, may the
Customer use the Seller's research for itself or for another party, nor
disclose it without having expressly purchased the ownership of the research
work. Except for information which is already in the public domain, any
documents and drawings sent by the Seller to the Customer as part of the
preparation and fulfillment of the contract, shall be deemed
"confidential". As such, the Customer undertakes to keep all of this
4.03 Guarantee clause in cases of forgery
The Customer guarantees that when
the contract is signed, the contents of the drawings and the specifications as
well as the terms and conditions of their implementation do not infringe the
intellectual property rights or know-how held by a third party. It guarantees
that it is able to freely use them, without violating any contractual or
Article 5 Price
5.01 Calculation of the price
The prices are subject to specific conditions.
The prices correspond to the
quantities and schedules specified in the offers and may be modified in case
they are changed. They are in accordance with the economic, fiscal, and social
conditions which are known on the day of the offer and only commit the Seller
in respect of the specifications contained in the offer.
Should the transport be organized by the Seller, there will be a special quotation for the transport, or shall be
specifically addressed prior to time of order listed in the Ship Via section
of the quote / order acknowledgement.
Prices are given in US Dollars,
unless special provisions are specified in the contract.
5.02 Validity of the offer and price revision
Unless otherwise specified, the validity of the offer is limited to 2 days from the date on which it was sent
to the Customer, only under the condition of stability of the course of
Prices may be revised depending on
the variation of the costs of their constituent parts with respect to current
legislation (material price, wage index, sub-contractor services, currencies,
etc...). They may also be revised each year in accordance with the consumer
prices of the country to which the contractual agreement applies.
All castings are sold as To Finish
To (TFT) the dimensions listed within the quotation, unless otherwise
Should the Customer require special
treatment of material such as: Heat Treatment, Special Analysis, Chemical and /
or Mechanical Testing, Additional Test Bars, Pressure Testing, X-Ray
Inspection, etc.; his inquiry shall set forth such requirements in detail. All
special treatment processes shall be at the Customer's expense.
The variation of the costs referred
to above may not, under any circumstances, be a reason for cancelling the
Any increase in fees, taxes, and
stamp duty, subsequent to the signing of the order, shall be the responsibility
of the Customer, even in the case of "duty paid" sales.
Article 6 Delivery
6.01 Quantity delivered
Unless there is a special agreement,
products which are sold by weight, by the length measurement or by item are
invoiced on the basis of the quantities actually delivered, which may vary by +
/- 10% from the quantities ordered.
6.02 Delivery Time
The delivery times indicated by the
Seller are understood as being ex-works, the deadline for transport being added
to it. The Seller shall make every effort to meet these delivery times, which
are however given on a purely indicative and informative basis.
Special production service to secure unusual deliveries, not in accordance with original Purchase Order delivery
instructions, shall be given on written request and at the Purchaser's expense.
In any case, the seller is released
as of rights from any commitment concerning delivery times:
-When the terms and conditions of payment are not complied with;
-When the information to be provided by the Customer are not arrived in good time:
-In the event of force majeure (cf Article XI. Force Majeure).
A delay in delivery may in no case
be justification for the cancellation of the order.
In the event of a delay in the
delivery of a product, and if a penalty clause has been agreed between the
parties, this clause shall only be applicable in as far as the delay is solely
attributable to the Seller or its sub-contractors, following a prior written
formal notice issued by the Customer , and only after the expiry of a period of
thirty (30) calendar days on the basis of which the Customer may not enforce
upon the Seller any penalty for delay or any other financial penalty for the
sole reason of there being a delay. The maximum penalty which may be incurred
may under no circumstances exceed five per cent (5 %) of the price excl. VAT
tax of only those products which are delayed in respect of the corresponding
order. These penalties shall be in the form of damages and interest in a lump
sum and paid in full, exclusive of any other form of settlement.
6.03 Terms of delivery
The goods shall be deemed collected
and approved in the Seller's factories or stores, where, as of their release
the transfer of risks to the Customer takes place, even if FCA (Free Carrier) terms
The Customer undertakes to take
delivery within five days (5) following the notice of the goods being ready for
collection. Once this deadline has expired, the Customer will be charged for
the financial costs on the basis of 3 %/month. In this case, the products will
be handled and stored at the expense and risk of the Customer, without the
Seller being responsible.
Article 7 Acceptance
7.01 Claim for visible non-conformities
With the exception of damaged or missing goods referred to under article 6, any claim concerning a visible non-conformity of the product must be made by registered letter with acknowledgement of receipt, and returned to the seller within a maximum period of 15 days as of the date of delivery. After this time, the Customer is deemed to have accepted any visible defects of the product.
7.02 Claim for an inconspicuous non conformity (defects)
The claims or objections relating to any other non-conformity (inconspicuous) must be made by registered letter with acknowledgement of receipt, and returned to the Seller within a maximum period of 3 months from the date of delivery. After this deadline, the Customer is permanently deprived of any right to guarantee in this respect and no claim or request shall be admissible.
7.03 How to Claim
Any claim must be sent to the Seller’s sales or quality manager. It is the responsibility of the Customer to prove the existence of any defects or anomalies that have been observed. The Customer must provide the Seller with any necessary assistance for recording these defects and for remedying them. It shall refrain from intervening itself or involving a third party for this purpose. Any action carried out by the Customer to make the Seller’s product compliant without the latter’s prior agreement shall result in the forfeiture of any right to guarantee and no claim or request, including that counterclaim, will be admissible.
Any return of products must be accepted beforehand by the Seller. The customer shall be responsible for any risks involved in the return of the product up to its final arrival in the Seller’s factories.
Article 8 Payment
8.01 Terms of Payment
The deadlines and the means of payment, as well as the payment of any possible down payments, must be covered by an explicit agreement within the contract. In the absence of such an agreement, the payments are made net, without discount, and in cash at the date of the invoice. The Seller retains the option of transferring its debt to a factoring company, without this leading to any change in the fulfillment of the orders of the Customer. Payment of the said debts is made either to the Seller. The Seller also reserves the right at any time to set an overdraft limit for each Customer and to require certain payment deadlines or certain guarantees. This option may be exercised particularly in the case of a sale, transfer, pledging or corporate contribution to the company or a significant part of the assets of the Customer, which may have an adverse effect on its credit status.
8.02 Non payment
The non-payment of a part of the price at its due date or the non-compliance with any due date for payment will lead to, as of rights and without a formal demand, the amounts, still owed in whatever respect (even if they have given rise to bills of exchange) being immediately collectable and the retention on one hand of: the down payments received and on the other hand of the equipment and parts held by the Seller, up until the settlement in full of the amounts due.
In addition, the failure for whatever reason to pay either partially or in full an invoice which is due, also authorizes the Seller, without notice and any other formality, to suspend or cancel the fulfillment of the orders in progress and to require payment prior to the shipment of any new goods, irrespective of the conditions previously agreed for these goods. Any delay in payment shall give rise to the payment by the Customer of penalties which are applicable to the sum incl. VAT at the biannual base rate of the United States Federal Reserve plus 10 %. The Customer will be liable to the Seller for all costs incurred as part of the recovery of the sums due. Under no circumstances may the payments be suspended or be subject to any offsetting without the prior written agreement of the Seller. The Customer shall refrain from indulging in any illicit practice of "automatic debit or credit", and from invoicing the Seller any sum for which the latter has not explicitly recognized its responsibility. Any automatic debit will amount to an unpaid debt and will give rise to the application of the provisions for late payment.
Article 9 Title retention clause
The goods delivered shall remain the property of the Seller until the payment in full of the price and, if applicable, of the penalties and interest for late payment, has been received. Any clause to the contrary, in particular inserted in the GCP (General Terms and Conditions of Purchase), shall be deemed as non-written.
The Customer is responsible for any damages or losses occurring after the delivery and undertakes to take all appropriate measures to allow the goods which have been sold to be identified at any time. As long as the ownership of the products has not been transferred to the Customer, the latter shall refrain from granting a guarantee to a third party for these products, and from transforming or reselling them without the prior written consent of the Seller. The Seller reserves the right to lay claim to any goods which have not been paid for by the due date. The Customer undertakes to return them, all at its own expense, when first asked to do so.Should the customer become insolvent, go into liquidation or be concerned by any court enforced or amicable receivership, it undertakes to notify the Seller immediately. In this case, an inventory of the goods belonging to the Seller and held by the Customer shall be drawn up straight away so that the title of retention clause can be implemented immediately.The seller may, with the title of retention, claim from the sub-buyers the price or the part of the goods sold by it, which has neither been paid, nor settled at its value by the Customer. The latter undertakes to provide the Seller, upon first request, with the information on the sub-buyers so that the Seller can exercise this right.
Article 10 Guarantees & Liability
Unless otherwise specified, the orders are fulfilled on a case by case basis, either in accordance with the standards and technical specifications contained in the Seller’s catalogue, or in accordance with the drawings and specifications of the Customer. In this second case, the liability of the Seller shall not be extended in any case to the design or the description of the product. Any liability concerning the errors or omissions regarding the drawings and specifications given by the Customer shall be the responsibility of the Customer. The Customer is required to check the parts when they are delivered and any claims must be made in accordance with the conditions specified under articles 6 and 7 herein. In the case of a product that is recognized by both the Customer and Seller as being defective, the Seller may only be liable in any eventuality for the repair or the pure and simple replacement of these products, at the lowest possible transport price, without any other compensation. The defective products which have thus been replaced shall remain the property of the Seller. Any defects resulting from storage, assembly or use of the products by the Customer in conditions which are either abnormal or non-compliant with professional standards shall not be covered by any guarantee.
Article 11 Force Majeure
Any event beyond the control of the Seller and over which it cannot reasonably have control is to be considered as force majeure. This shall apply to war, embargo, total or partial strike, natural disaster, fire, interruption or disruption to transport or any events impeding the proper of the business of the Seller or its sub-contractors as industrial accident, administrative ban, interruption of supply of energy or raw materials or spare parts. These events shall exempt the Seller, which will not have to pay any compensation, from the fulfillment of its contractual obligations and this until the end of the effects of the force majeure.
Article 12 Applicable Law
The applicable law is US Federal law.
In the absence of an amicable agreement, the dispute concerning the contract shall come under the sole jurisdiction of the Court with jurisdiction at the place of the head office of the Seller, even in the case of multiple respondents and third party appeal.