Terms and Conditions

TERMS & CONDITIONS

CONTENTS

Definitions and Interpretation
Basis of Contract
Quotations, Pricing and Orders
Payment Terms
Delivery
Risk and Title
Cancellation, Returns and Defect Reporting
Drawings, Design and Intellectual Property
Installation, Operation and Maintenance
Access and Site Conditions
Warranty
Limitation of Liability
Indemnity
Force Majeure
Data Protection
General
Governing Law

DEFINITIONS AND INTERPRETATION

1.1. In these Conditions the following definitions apply:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England.

“Company” means Atlantis Tanks Group Ltd (registered in England and Wales).

“Conditions” means these Terms and Conditions of Sale.

“Contract” means the contract between the Company and the Customer for the sale of the Goods formed in accordance with clause 2.

“Customer” means the person, firm or company purchasing the Goods from the Company, acting in the course of business.

“Delivery” means completion of delivery of the Goods in accordance with clause 6.

“Goods” means the tanks, equipment, systems, components and/or any other products supplied by the Company (including any instalment or part of them).

“Order” means the Customer’s order for the Goods.

“Order Confirmation” means the written acceptance of the Order issued by the Company.

“Drawings” means all drawings, specifications, calculations, technical documents, designs, plans and related materials prepared or supplied by the Company.

“O&M Manuals” means the Company’s operation and maintenance manuals issued in respect of the Goods.

1.2. A reference to writing or written includes email.

1.3. Headings are for convenience only and shall not affect interpretation.

BASIS OF CONTRACT

2.1. These Conditions apply to and form part of every Contract between the Company and the Customer to the exclusion of all other terms and conditions, including any terms which the Customer purports to apply under any purchase order or otherwise.

2.2. No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order or other document shall form part of the Contract.

2.3. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.

2.4. A Contract shall only come into existence when the Company issues an Order Confirmation. No contract shall arise on acknowledgement, quotation or dispatch.

2.5. The Customer warrants and represents that it is purchasing the Goods in the course of its business and not as a consumer.

2.6. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract and waives any claim for misrepresentation except in the case of fraud.

2.7. The Company may, at its discretion, issue a project-specific contract, addendum, or supplementary terms in relation to any Order. In the event of any inconsistency, such a document shall take precedence over these Conditions.

QUOTATIONS, PRICING AND ORDERS

3.1. Any quotation given by the Company is not an offer and is only valid for a period of 30 days unless otherwise stated.

3.2. The Company reserves the right at any time prior to Order Confirmation to:

(a) correct any clerical, typographical or pricing errors;

(b) amend specifications;

3.3. All Orders are subject to acceptance by the Company in its absolute discretion.

3.4. Where Goods are manufactured or supplied to the Customer’s specification or are bespoke, the Customer is responsible for ensuring the accuracy and completeness of those specifications.

3.5. The Company reserves the right to adjust the price of the Goods after Order Confirmation where there is an increase in costs due to factors outside the Company’s reasonable control, including but not limited to:

(a) increases in the cost of raw materials (including steel);

(b) increases imposed by suppliers or subcontractors;

(d) changes in labour costs;

(e) changes in law, duties, or taxes; or

(f) delays or changes caused by the Customer.

The Company shall notify the Customer of any such adjustment. Where Goods are bespoke or in production, the Customer shall not be entitled to cancel the Order as a result of such adjustment.

3.6. The Company reserves the right, at its sole discretion, to refuse, suspend, or cancel any Order (in whole or in part) at any time prior to dispatch where:

(a) the Customer is in breach of these Conditions or any other agreement with the Company (including any reseller terms, brand usage guidelines, or commercial arrangements);

(b) the Company has concerns regarding the Customer’s creditworthiness or payment history;

(d) there are operational, technical, or supply chain issues which prevent or materially affect the Company’s ability to fulfil the Order; or

(e) the Company reasonably believes that fulfilling the Order would expose it to legal, regulatory, or commercial risk.

In such circumstances, the Company shall notify the Customer and, where appropriate, refund any sums paid in respect of the affected Goods.

3.7. No variation to the specification, scope, or requirements shall be binding unless agreed in writing by the Company.

3.8. The Company shall be entitled to adjust the price and delivery schedule to reflect such variation.

3.9. The Company shall not be obliged to commence work on any variation until such agreement is confirmed.

PAYMENT TERMS

4.1. 4.1 The price of the Goods shall be as stated in the Order Confirmation and is exclusive of VAT and any applicable delivery, packaging or insurance charges.

4.2. Payment terms shall be as specified in the Order Confirmation.

4.3. Time for payment shall be of the essence.

4.4. If the Customer fails to make any payment when due:

(a) all outstanding invoices shall become immediately due;

(b) the Company may suspend performance;

(d) the Company may withhold or suspend any further deliveries, work, or obligations under any contract with the Customer

4.5. The Customer shall make all payments in full without any set-off, counterclaim or deduction.

4.6. The Company may, at its sole discretion and at any time, review, vary, suspend, or withdraw any credit terms or credit limit previously granted to the Customer.

The Company may require payment in advance or alternative payment terms as a condition of continuing to supply the Goods.

4.7. The Company may, from time to time, offer cashback, rebate, or other promotional incentive schemes.

Any such scheme shall be subject to the specific terms and conditions applicable to that scheme, as published by the Company or otherwise notified to the Customer.

Cashback or incentives shall not be deemed to form part of the Contract and are provided at the Company’s discretion. The Company reserves the right to amend, suspend, or withdraw any such scheme at any time.

No cashback or incentive shall be payable unless the Customer has complied in full with these Conditions, including payment terms.

4.8. The Company may suspend performance of the Contract where the Customer is in breach of these Conditions, including failure to make payment, and shall not be liable for any resulting delay

4.9. The Company may at any time, without notice, set off any liability of the Customer to the Company against any liability of the Company to the Customer.

DELIVERY

5.1. Any dates quoted for delivery are approximate only and time for delivery shall not be of the essence.

5.2. The Company shall not be liable for any delay in delivery caused by:

(a) events beyond its control;

(b) failure by the Customer to provide adequate delivery instructions or access.

5.3. Delivery shall be deemed to occur when the Goods are made available for unloading at the agreed location.

5.4. If the Customer fails to accept delivery or delays the agreed Delivery Date (other than due to the Company’s default):

(a) the Goods shall be deemed ready for delivery when the Company notifies the Customer that they are available for dispatch from the Company’s premises;

(b) where delivery is delayed by the Customer, the Company may store the Goods at the Customer’s risk and cost and reserves the right to charge for all associated storage, handling, insurance, and related expenses;

(c) storage shall be free of charge for up to 1 month from the originally agreed Delivery Date, after which storage charges shall apply at a rate of £20 per square metre per week (or part thereof);

(d) any additional transport or re-delivery costs arising from such delay shall be chargeable to the Customer; and

(e) if delivery is delayed for an extended period, the Company may resell or otherwise dispose of the Goods after reasonable notice and recover any resulting losses from the Customer.

5.5. Further details of the Company’s delivery services, options, and procedures may be set out on the Company’s website or in other supporting materials. Such information is provided for guidance only and does not form part of the Contract unless expressly agreed in writing. In the event of any inconsistency, these Conditions shall prevail.

5.6. The Company may deliver the Goods in installments. Each instalment shall be treated as a separate contract and any delay or defect in one instalment shall not entitle the Customer to cancel or reject any other instalment.

5.7. Delivery shall be subject to the Customer providing all necessary access, site readiness, lifting arrangements, and coordination required to accept the Goods. The Company shall not be liable for any delay or additional costs arising from the Customer’s failure to do so.

5.8. Any delivery or programme dates provided by the Company are estimates only and may be subject to change where delays are caused by the Customer or by events outside the Company’s control.

5.9. The Goods shall be deemed accepted by the Customer upon the earliest of:

(a) Delivery;

(b) 48 hours after Delivery if no written rejection is received;

RISK AND TITLE

6.1. Risk in the Goods shall pass to the Customer upon Delivery.

6.2. Title to the Goods shall not pass until the Company has received payment in full for:

(a) the Goods; and

(b) all other sums due from the Customer.

6.3. Until title passes, the Customer shall:

(a) Atlantis Tanks Group Ltd – Terms and Conditions of Sale – Issue 4 4

(b) store the Goods separately;

(d) not remove or obscure identifying marks.

6.4. The Company may enter the Customer’s premises to recover Goods where payment is overdue. The Company may enter any premises where the Goods are stored to recover them and the Customer shall grant all necessary access and assistance for this purpose.

CANCELLATION, RETURNS AND DEFECT REPORTING

7.1. No Order may be cancelled without the Company’s prior written consent.

7.2. Bespoke or made-to-order Goods are non-cancellable and non-returnable.

7.3. For standard Goods, returns shall only be accepted:

(a) with prior written approval;

(b) subject to handling and restocking charges.

7.4. The Customer must notify the Company of:

(a) visible defects within 48 hours of Delivery;

(b) latent defects within 7 days of discovery.

7.5. Failure to comply with clause 7.4 shall result in the claim being rejected.

7.6. Returns of Goods shall be subject to the Company’s Returns Policy, as updated from time to time, which is available upon request or via the Company’s website. In the event of any inconsistency, these Conditions shall prevail.

7.7. Where cancellation is agreed, the Company reserves the right to charge a reasonable cancellation fee to cover costs incurred and commitments made at the time of cancellation.

TERMINATION

8.1. The Company may terminate the Contract with immediate effect by written notice if:

(a) the Customer commits a material breach;

(b) fails to make payment when due;

(d) ceases or threatens to cease trading.

8.2. Upon termination:

(a) all invoices shall become immediately due;

(b) the Company may recover Goods;

DRAWINGS, DESIGN AND INTELLECTUAL PROPERTY

9.1. All Drawings are and shall remain the exclusive property of the Company.

9.2. The Company grants the Customer a limited, non-exclusive, non-transferable licence to use the Drawings solely for the purpose of reviewing and installing the Goods.

9.3. The Customer shall not:

(a) reproduce or copy the Drawings;

(b) disclose them beyond its contractors or professional advisers;

(c) use them for any other project or purpose. use the Drawings to manufacture or procure similar goods from any third party.

9.4. All Drawings shall be treated as confidential.

9.5. The Customer shall review and approve all Drawings in writing prior to manufacture.

9.6. By approving Drawings, the Customer confirms:

(a) all dimensions and specifications are correct;

(b) suitability for intended use;

9.7. Following approval:

(a) the Company shall be entitled to rely on the Drawings;

(b) the Company shall have no liability for errors which ought reasonably to have been identified.

9.8. Where Drawings are not approved within 7 days, they shall be deemed approved.

9.9. Two revisions shall be provided free of charge. Additional revisions shall be charged at £65 per hour.

9.10. Where Goods are manufactured to Customer specification, the Company shall not be responsible for design suitability.

9.11. All intellectual property rights (including, without limitation, any copyright, design rights (whether registered or unregistered), patents, and any applications for the same) in the Goods, Drawings, systems, and any bespoke or custom work produced by the Company (including any modifications or adaptations requested by the Customer) shall remain the exclusive property of the Company.

The Customer shall not acquire any intellectual property rights in the Goods or Drawings other than the limited licence granted under clause 8.2.

9.12. The Customer acknowledges that the Goods and associated designs may be subject to existing or pending intellectual property rights, including patent applications. The Customer shall not copy, reverse engineer, reproduce, or permit any third party to use or replicate the Goods or designs for any purpose other than that expressly permitted under this Contract.

INSTALLATION, OPERATION AND MAINTENANCE

10.1. The Company shall have no responsibility for integration of the Goods into any wider system unless expressly agreed in writing.

10.2. The Customer is solely responsible for:

(a) installation;

(b) commissioning;

10.3. All Goods must be installed strictly in accordance with:

(a) O&M Manuals;

(b) all applicable laws and industry standards.

10.4. Any failure to comply shall:

(a) void the warranty;

(b) exclude the Company’s liability.

10.5. The Customer shall be responsible for ensuring that the Goods comply with all applicable laws, regulations, and standards in the country of installation and use, and for obtaining any necessary approvals, permits, or certifications.

10.6. The Company shall be entitled to charge for any additional costs, delays, or inefficiencies caused by inadequate access, site readiness, or Customer coordination.

ACCESS AND SITE CONDITIONS

11.1. The Customer shall ensure safe, unrestricted and suitable access.

11.2. The Customer is responsible for:

(a) ground conditions;

(b) foundations;

(d) lifting equipment and craneage.

11.3. The Company shall not be liable for:

(a) failed deliveries due to access issues;

(b) damage caused by inadequate site conditions;

11.4. All additional costs arising from site issues shall be borne by the Customer.

11.5. Where any defect or issue arises (including those attributable to the Company), the Company’s liability shall be strictly limited to repair or replacement of the Goods in accordance with clause 11.

11.6. The Company shall have no liability for any:

(a) removal or reinstallation costs;

(b) access or site-related costs;

(d) loss of use, loss of profit, or consequential loss.

WARRANTY

12.1. The Company warrants that the Goods shall be free from manufacturing defects.

12.2. The Company’s sole obligation shall be repair or replacement.

12.3. Warranty periods:

(a) Plastic Tanks: up to 12 years

(b) Steel Tanks: 12 months (with any extended warranty subject to separate written agreement and compliance with maintenance requirements)

(d) Tank Stands: 12 months (structural integrity only)

12.4. Warranty is conditional upon:

(a) correct installation;

(b) compliance with O&M Manuals;

The warranty for tank stands applies to structural integrity only and is conditional upon correct installation, suitable ground conditions, and use within the specified load limits.

12.5. Warranty excludes:

(a) misuse or negligence;

(b) environmental damage;

(d) third-party components beyond manufacturer warranties.

12.6. Warranty does not cover:

(a) labour costs;

(b) removal or reinstallation;

12.7. The Customer acknowledges that the limitations of liability set out in this clause are reasonable, having regard to the nature of the Goods, the availability of insurance, and the pricing of the Contract.

12.8. Warranty shall not apply to defects notified after acceptance in accordance with clause 5.9.

12.9. Warranty does not extend the Company’s liability beyond clause 12.

12.10. Steel tanks, when properly installed, operated, and maintained in accordance with the Company’s O&M Manuals, are designed for long-term use and may achieve a service life significantly in excess of the stated warranty period.

Any such service life references are indicative only and shall not constitute a warranty, guarantee, or representation of performance.

12.11. The Customer shall notify the Company of any defect, issue, or claim relating to the Goods or any associated services. The Company shall be the sole point of contact for all such matters.

12.12. The Customer shall not make any direct claim against, or seek to contact, the Company’s suppliers, subcontractors, or third-party providers in relation to the Goods or services.

12.13. The Company may, at its discretion, manage or pass on any claim to the relevant supplier or subcontractor, but shall not be liable for any additional obligations beyond those set out in these Conditions.

LIMITATION OF LIABILITY

13.1. Nothing excludes liability for death or personal injury caused by negligence.

13.2. Subject to clause 12.1, the Company’s total liability shall not exceed the lower of:

(a) the purchase price paid for the goods; or

(b) £50,000.

13.3. The Company shall not be liable for:

(a) loss of profit, business or revenue;

(b) loss of contents;

(d) clean-up costs or regulatory penalties;

(e) indirect or consequential losses.

13.4. These limitations are reasonable having regard to:

(a) the nature of the Goods;

(b) the availability of insurance;

INDEMNITY

The Customer shall indemnify and keep indemnified the Company against all claims, losses, damages and expenses arising from:

(a) improper installation;

(b) misuse of the Goods;

(d) third-party claims.

(e) any claims arising from the Customer’s specifications, instructions, or requirements.

FORCE MAJEURE

The Company shall not be liable for failure or delay caused by events beyond its control including:

(a) supply chain disruption;

(b) shortages of materials;

DATA PROTECTION

16.1. The Company shall process personal data in accordance with applicable data protection legislation.

16.2. Further details of how personal data is collected, used and stored are set out in the Company’s Privacy Policy, which is available on request or via the Company’s website.

16.3. The Privacy Policy does not form part of the Contract but is incorporated by reference for information purposes.

16.4. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

GENERAL

17.1. If any provision is held invalid, the remainder shall remain in force.

17.2. No waiver shall be effective unless in writing.

17.3. These Conditions constitute the entire agreement.

17.4. Any notice shall be in writing and deemed served:

(a) if delivered by hand, at the time of delivery;

(b) if sent by email, at the time of transmission (provided no delivery failure notice is received);

GOVERNING LAW

This Contract shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of its courts.