1. Definitions

You the Customer - a person or company buying or using products or services provided by us.
Consumer - a private person buying Products for private use.
Applied Technology Solutions (us, our) - the Product vendor as identified on your invoice and, where relevant, Service Provider.
Integration Material (IM) 3rd Party Products or Customer Factory Integration (CFI) Software.
Order Confirmation - acknowledgement of Product ordered by you, sent by Applied Technology Solutions.
Price - stated in Order Confirmation.
Product - as described in Order Confirmation, may include 3rd Party Products and Service Offerings.
Service Offering - as described in Order Confirmation and Applied Technology Solutions service description document.
Service Provider - Applied Technology Solutions or its authorised service experts.
3rd Party Products - as stated in Order Confirmation.
Software - computer operating systems or applications.

2. Application

This Agreement applies to this sale, service and all statements made by Applied Technology Solutions in brochures, price lists, adverts, quotations, on the internet or verbally. Variations to this Agreement must be made by Applied Technology Solutions in writing. Any other Terms, Conditions or Purchase Orders are excluded. Placing your order means acceptance of this Agreement. Applied Technology Solutions may change this Agreement at its choosing.

3. Appointments

Appointments must be cancelled at least one working day beforehand. Appointments cancelled without sufficient notice may be subject to a cancellation fee to the value of one hours labour.

4. Standard business hours

Applied Technology Solutions' working hours are 9am to 6pm, Monday to Friday not including official holidays.

5. Orders/Contract

Orders are accepted by writing, telephone, fax, or e-mail but are only binding when accepted by Applied Technology Solutions and Applied Technology Solutions sends out the Order Confirmation in writing. Please check the Order Confirmation and notify us of any mistake in writing immediately or the details stated in the Order Confirmation will apply to this Agreement.

6. Price & Payment Terms

Quotations are only valid in writing and during the stated period. If not stated, the period is 21 days (7 days for 3rd Party Products). Applied Technology Solutions reserves the right to change Products (incl. 3rd Party Products) at any time but Applied Technology Solutions guarantees you at least equivalent functionality and performance.
Price EXCLUDES (unless otherwise stated): shipment and insurance. Freight, post and packing and purchase costs (incl. for components & services) which may cause Applied Technology Solutions to adjust prices. Payment must be made within 14 days of the invoice date. Applied Technology Solutions may suspend deliveries or service until full payment. If payment is late, a surcharge of 2% above the minimum lending rate on the late amount and the costs of recovery shall be payable by you.
A Call Out fee may be charged in exceptional circumstances. This fee will be agreed with the client before any site visit.
Cheques may only be accepted conditionally.
Quantity discounts may be available. Ask your representative.
Orders for items not generally in stock and are a special requirement are not cancellable.
Applied Technology Solutions will endeavour to adhere to stated ordering and installation times but will inform the intended receiving company if the delivery date is delayed in any way.
We will not be held liable either directly or indirectly for delays not in our direct control. e.g. outside suppliers or contractors. We will not be held liable for any consequential losses of any kind in the delay of supplying and setting up of any goods or equipment.
We reserve the right to supply alternative components where necessary if the originally quoted components or specifications are not available. We will notify you immediately of any price variation and give you the opportunity to accept or reject the new quote.

7. Delivery/Title/Risk

The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. Applied Technology Solutions may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become Applied Technology Solutions' agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. Applied Technology Solutions may sue for the Price before title passes. If you refuse delivery without Applied Technology Solutions' agreement, you must pay Applied Technology Solutions' expenses or loss resulting from that refusal, including storage costs, until you accept delivery.

8. Acceptance

When you receive Product you must inspect it promptly and within any statutory reasonable period for inspection or rejection, if any. After this period, you will have accepted Product. If Applied Technology Solutions agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.

9. Warranty

Applied Technology Solutions guarantees to you that Product (excl. 3rd Party Products) will be free from defects for 12 months from delivery and spare parts for 90 days from installation. Should the Product be defective within this period, Applied Technology Solutions will repair or replace Product within a reasonable time. You must allow Applied Technology Solutions to examine Product at your or our premises (at our choosing). Applied Technology Solutions owns any replaced product or parts. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. At Applied Technology Solutions , we repair using components, which are new or equivalent to new in accordance with industry standards and practice.
Applied Technology Solutions does not give a warranty or guarantee protection for:
1. damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;
2. damage caused by any party or other external force;
3. fitness for any particular purpose;
4. 3rd Party Products, Software and IM specified by you. You will receive the warranty for these products directly from their manufacturer or licensor;
5. any instruction given by you and correctly performed by Applied Technology Solutions .

10. Services

Services will be provided by Applied Technology Solutions or Our appointed Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. If agreed and stated in Order Confirmation, Service Offering may include advice, installation, integration, disposal (at our discretion), training and/or consultancy.
Unless stated in Order Confirmation, the following are excluded from Service: items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in Applied Technology Solution's assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (eg: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.

11. Customer Factory Integration

You will specify and provide IM or Applied Technology Solutions may obtain IM at your instruction. Applied Technology Solutions will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. Applied Technology Solutions may install CFI Product under your instruction or under Applied Technology Solutions technical advice, if agreed. Applied Technology Solutions will not carry out CFI work if it is not technically feasible in our view.

12. Liability

Applied Technology Solutions accepts liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of Applied Technology Solutions , Service Provider or our employees, agents, subcontractors. Except for death/personal injury, this liability is limited to the lesser of £250,000 or Price.
Applied Technology Solutions does not accept liability for:
1. indirect or consequential loss
2. loss of business profits, salary, revenue, savings
3. damage remedied by Applied Technology Solutions within reasonable time
4. loss avoidable by you through reasonable conduct, including backing up all data and following Applied Technology Solutions' reasonable advice generally.
5. all items excluded from the Warranty or by Force Majeure.

13. Intellectual Property

"IP" Applied Technology Solutions indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. Applied Technology Solutions may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify Applied Technology Solutions for any of IM or IP specified or owned by you and integrated into Product. Applied Technology Solutions is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. Applied Technology Solutions retains all Applied Technology Solutions -owned IP in Product. You must notify Applied Technology Solutions immediately of any infringing or unauthorised use of Product or IP in it.

14. Software

Software not owned by Applied Technology Solutions is supplied subject to licence and warranty of the Software licensor. Applied Technology Solutions encloses the Software licence that you require with the Product where necessary; you must comply with that licence.

15. Export Control

You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. You acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.

16. Force Majeure

Applied Technology Solutions is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.

17. Confidentiality

18. Termination

Applied Technology Solutions may terminate this Agreement with written notice if you:
1. fail to pay on time and within 14 days of written notice,
2. breach or Applied Technology Solutions suspects you have breached export control laws.
3. use unlicensed or illegal software for commercial gains.

Either party may terminate if the other:
1. commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or
2. becomes insolvent or is unable to pay debts as they fall due.

19. Your obligations as a Customer

You are responsible for:
· your own choice of Product and its suitability for purpose;
· your telephone & postal charges in contacting Applied Technology Solutions , if any;
· any CFI specifications & instructions given by you;
· all IM, its performance, licences, authorisations and any unused IM.

You must provide Applied Technology Solutions with all reasonable courtesy, information, co-operation, facilities and access to enable Applied Technology Solutions to perform duties, failing which Applied Technology Solutions shall not be obliged to perform any service or assistance. You are responsible for the removal of non Applied Technology Solutions -supplied products during service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.

20. Data Protection

Your data will be held and/or transferred in strict accordance with the applicable data protection laws and Applied Technology Solutions' data protection registration and you consent to this. Applied Technology Solutions will not to use your data for direct marketing purposes.

21. Consumer Rights

If you are a Consumer you may cancel your purchase at any time within 7 days of receipt of the written confirmation and receive a refund of any Deposit paid. To do this you must inform Applied Technology Solutions in writing and return any supplied products immediately, in the same condition you received them and at your own cost and risk. Any statutory Consumer rights are unaffected by this Agreement.

22. Jurisdiction

English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.

23. Miscellaneous

If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Applied Technology Solutions may subcontract its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.