TERMS & CONDITIONS
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By using Attonics Systems’ (“Attonics Systems” or “us” or “we”) product and/or services, you agree to the following terms and conditions (“Terms”) on behalf of yourself and/or the entity you represent (“Customer” or “you”), and you represent and warrant that you have the right, authority and capacity to accept and agree to these Terms on behalf of Customer. You further represent that you are of sufficient legal age in your jurisdiction or residence to use Attonics Systems’ products and/or services (“Goods”) and to enter into and accept these Terms. Please read and review these Terms carefully.
The acceptance of your order by Attonics Systems for the Goods is EXPRESSLY MADE CONDITIONAL UPON CUSTOMER’S ASSENT TO THESE TERMS, and these constitute the only binding terms and conditions between us and you, even if these Terms differ from or are in addition to those on any purchase order or other document sent to Attonics Systems by Customer. Any terms of sale requested by Customer which are in any way inconsistent with or in addition to these Terms are rejected and will not be binding upon Attonics Systems. If you object to these Terms, return the unopened package within seven (7) days of purchase for a refund.

Who is protected by this warranty

This Attonics Systems’ warranty (“Attonics Systems 1-Year Limited Warranty”) protects the original purchaser and owner of the Goods only and is non-transferable to subsequent owners. The Attonics Systems 1-Year Limited Warranty provides that the Goods will be free of defects in material and workmanship for a period of one (1) year from the purchase date. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAWS, ATTONICS SYSTEMS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED TERM OF QUALITY, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. Eligible Goods (as described below) that are manufactured by Attonics Systems and purchased from Attonics Systems or one of its authorized worldwide distributors are covered by the Attonics Systems 1-Year Limited Warranty as detailed below. A copy of the original, dated bill of sale must be presented whenever warranty service is required.
a. Scope Of Warranty Coverage

• Attonics Systems’ spectrometers, light sources and sampling accessories are covered for manufacturing defects for one (1) year from the date of purchase from Attonics Systems.

• Attonics Systems’ developers kits are covered for manufacturing defects for one (1) year from the date of purchase from Attonics Systems.

• Attonics Systems’ fibres and probes are covered for manufacturing defects for one (1) year from the date of purchase from Attonics Systems.

• The Attonics Systems 1-Year Limited Warranty applies to the Attonics Systems’ Goods identified above and purchased on or after July 1, 2019. The Attonics Systems 1-Year Limited Warranty covers parts and labor needed to repair manufacturing defects that occur during the warranty period.

Attonics Systems’ repairs and upgrades are covered for manufacturing defects for six (6) months from the date of purchase from Attonics Systems.
b. Products Not Covered By This Waranty
Bulbs, batteries, consumables and vendor items are not covered by the Attonics Systems 1-Year Limited Warranty. In the case of vendor items, the applicable manufacturer’s warranty terms are, to the extent applicable, in force and vary from product to product. Please contact Attonics Systems for details on any exclusions or vendor or resold products.
c. Return / Repair / Replacement Instructions

• Complaints regarding any faults or shortages in the Goods shall be made in writing, specifying the nature and extent of the fault in reasonable detail, within three (3) days after Goods have been delivered. Upon receipt of Customer’s notice, Attonics Systems shall timely replace, at no cost to Customer, any nonconforming Goods rejected and Attonics Systems shall pay all transportation charges for all replacements.

• Customer shall contact Attonics Systems promptly with respect to all other concerns related to the Goods.

• Goods must be returned to Attonics Systems, freight prepaid by Customer, for determination by Attonics Systems that such Goods are defective. Such Goods shall be accompanied by a written description of the circumstances under which the applicable Goods purportedly failed.

Customer service contact

All customer service inquiries regarding returns, repairs and replacements and any warranty matters, should be directed to:
Customer Service:
Attonics Systems
10 Anson Road, #12-01 International Plaza,
Singapore 079903
Email: info@attonics-systems.com
All customer service inquiries regarding returns, repairs and replacements and any warranty matters, should be directed to:

Limitation of liability

Nothing in these Terms shall limit or exclude Attonics Systems’ liability for

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

• fraud or fraudulent misrepresentation;

• defective consumer products under product liability laws applicable to consumers; and

• any matter in respect of which it would be unlawful for Attonics Systems to exclude or restrict liability, (the “Exception”).

• Subject to the Exception and to the maximum extent not prohibited by applicable laws:the Customer is responsible for familiarizing itself with the Goods prior to use and contacting us with any questions; damage caused by accident, misuse (such as using an incorrect power supply or applying power incorrectly), abuse, product modification, fair wear and tear, wilful damage, neglect or abnormal storage or working conditions; damage occurring during shipment (which would be typically covered under the shipper’s common carrier insurance); damage resulting from the performance of repairs or alterations by someone not authorized by Attonics Systems to provide repairs or alterations; damage caused by installation of parts that do not conform to Attonics Systems specifications; units not used for their intended purpose; and any claims made based on misrepresentations of the seller and costs associated with installation of the unit are, in each and every instance, excluded from and not subject to the Attonics Systems 1-Year Limited Warranty;

• Attonics Systems shall not be liable for any loss, damages, liabilities, costs and expenses (including direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal and other professional costs and expenses), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, due to or arising out of: accident, misuse (such as using an incorrect power supply or applying power incorrectly), abuse, product modification, fair wear and tear, wilful damage, neglect or abnormal storage or working conditions; the performance of repairs or alterations by someone not authorized by Attonics Systems to provide repairs or alterations; installation of parts that do not conform to Attonics Systems specifications; units not used for their intended purpose; and any claims made on your failure to follow Attonics Systems’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

• your sole and exclusive remedy for any damage or loss in any way connected with the Goods, whether by Attonics Systems’ breach of any express or implied warranty, negligence, or any breach of any other duty, shall be, at Attonics Systems’ option, and subject to Attonics Systems confirming the alleged deficiency, repair or replacement of the Goods in accordance with Section 1 above; and

• UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ATTONICS SYSTEMS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES (INCLUDING DIRECT) IN EXCESS OF THE PRICE PAID BY YOU TO US, EVEN IF ATTONICS SYSTEMS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. ATTONICS SYSTEMS RESERVES THE RIGHT TO REPLACE A DISCONTINUED MODEL WITH A FUNCTIONALLY COMPARABLE MODEL.

Identification

To the maximum extent permitted by law, you agree to defend, indemnify and hold Attonics Systems and its licensors and suppliers harmless from any claims, actions, suits or proceedings, as well as any and all losses, damages, liabilities, costs and expenses (including direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) due to or arising out of (i) your use of any product or services, (ii) your violation of these Terms, or (iii) your violation of any law or the rights of any third party.

Intellectual Property Rights

Attonics Systems, or its third party licensors, shall exclusively own all right, title and interest in and to any inventions, discoveries and improvements to the Goods, whether or not patentable, which are made, created or developed by Customer arising out of the use of the Goods provided hereunder and to the extent exclusively or primarily relating to the Goods or their use. Notwithstanding the foregoing, all data, information and results entered, stored, compiled, generated and/or analyzed by Customer using the Goods in accordance with these Terms shall be the property of Customer. Unless otherwise agreed to in writing, Customer-supplied design information that is incorporated into Goods shall remain the property of Customer. With respect to any Goods, including Goods containing or incorporating Customer-supplied design information, Customer obtains no right to Goods other than the limited right to use such Goods for the purposes sold and any Customer-supplied information incorporated in such, if any. Notwithstanding the foregoing, with respect to such Goods, Attonics Systems retains all rights in Attonics Systems’ intellectual property incorporated therein, including but not limited to processing information and any Attonics Systems information used in design, production or in filling orders for Goods placed by Customer hereunder. No ownership rights in Attonics Systems’ intellectual property shall pass to Customer by the provision of any Goods hereunder. Customer shall receive no right or license, express or implied, in or to any Attonics Systems intellectual property or information incorporated into the Goods, or used in the processing or manufacturing of the Goods, other than the limited right to use the Goods for the purposes sold. All technology and discoveries, inventions, developments, modifications, innovations, updates, enhancements, improvements, writing or rights (whether or not protectable under patent, copyright, trademark or similar law) that are conceived, discovered, invented, developed, created, made or reduced to practice by Customer related to the Goods shall be the sole and exclusive property of Attonics Systems and Customer agrees to assign, and hereby does assign, to Attonics Systems. Customer’s entire right, title and interest in and to any and all such inventions without additional consideration to Customer as well as to provide reasonable assistance in obtaining, perfecting, maintaining or enforcing Attonics Systems’ rights therein.

Compliance Matters

The customer will:
a. Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:

• Local and national laws in the territories in which it operates

• The UK Bribery Act 2010

• The US Foreign Corrupt Practices Act 1977

• The UN Convention Against Corruption

• Prevention of Corruption Act (Cap. 241 of Singapore);

b. Comply with the Halma plc Group Code of Conduct relating to bribery and corruption which may be found on www.halma.com;
c. Have in place its own policies and procedures to ensure compliance with these Terms;d. Ensure that all parties with which it is associated or who are providing goods or services in connection with these Terms and the Goods (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of these Terms;
e. Maintain complete and accurate records of all transactions and payments related to these Terms and the Goods and, on reasonable request, disclose details of those transactions and payments to Attonics Systems;
f. On our reasonable request confirm in writing to Attonics Systems that Customer has complied with the requirements of these Terms and, if so requested, allow Attonics Systems to verify this compliance by way of an audit of Customer’s records; and
g. Immediately inform Attonics Systems if it suspects or becomes aware of any breach of these Terms by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.

Terms of sale

a. Currency
All sales based on U.S. dollars unless stated otherwise.

• Prices

The prices associated with the Goods are not subject to any anticipation or any discount to any rebate or modification, or to any trade custom, except as shown on the face of a bill of sale and prices may change from one bill of sale to the next.

• Payment Timing

Unless otherwise indicated in the bill of sale, each shipment of Goods (whether or not it is an instalment shipment) must be paid for in full at the date of the invoice for such shipment.

• Payment Methods

Cheque made payable to: Attonics Systems (in Singapore Dollars, drawn on a Singaporean bank), mail to:

⁃ Attonics Systems Pte Ltd

10 Anson Road
#12-01 International Plaza
Singapore 079903

⁃ Bank wire transfer to: Atonics Systems (Customer will be responsible for any associated charges)

Attonics Systems Pte Ltd

Bank name: Standard Chartered Bank (Singapore) Limited
Bank code: 7144
Branch code: 001
Account number: 0105149500
SWIFT code: SCBLSG22
Bank address: 6 Battery Road, #01-01, Singapore 049909

• Security Interest

Customer hereby grants to Attonics Systems a security interest in all Goods shipped by Attonics Systems to Customer and all proceeds thereof, until all indebtedness of Customer to Attonics Systems for all such Goods has been satisfied. Customer hereby appoints Attonics Systems as Customer’s agent for the purpose of filing financing statements to perfect this security interest. Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by Customer, Attonics Systems may decline to make further shipments without in any way affecting its right under such order. Failure of Customer to pay the purchase for any product when due gives Attonics Systems the right, without liability, to repossess such product with or without legal notice, and to avail itself of any legal or equitable remedy available.

Shipping terms

a. General
Ex Works (EXW), SSLS Building, 5 Research Link, 117603 Singapore.

Definition of “Ex Works” as stated by International Chamber of Commerce (ICC): “Ex Works” means that the seller delivers when it places the goods at the disposal of the buyer at the seller’s premises or at another named place (i.e., works, factory, warehouse, etc.). The seller does not need to load the goods on any collecting vehicle, nor does it need to clear the goods for export, where such clearance is applicable.

For more information visit ICC (https://iccwbo.org/resources-for-business/incoterms-rules/incoterms-rules-2010/).

• Packaging

Attonics Systems will package the Goods for shipment in accordance with Attonics Systems’ standard commercial shipping package and packing procedures.

• Transportation Charges

Our price for the Goods does not include freight or transportation charges (including, but not limited to, charges associated with importing or exporting the Goods). Attonics Systems shall not be liable for any transportation charges incurred at destination such as importation, spotting, switching, drayage, demurrage, pier unloading charges, etc.
If Customer determines that it cannot observe an agreed time for the pickup, delivery or receipt of the Goods (in whole or in part), or if delay appears probable, Customer shall (a) promptly give notice thereof to Attonics Systems, and (b) shall pay Attonics Systems reasonable delay charges. Attonics Systems shall take all reasonable actions to minimize any delay charges and shall provide an accurate accounting of all charges to Customer at the time Attonics Systems makes a request for payment of those charges. Delay charges shall not include any incidental or indirect charges or expenses.
If Attonics Systems cannot observe an agreed upon time for the delivery of the Goods, or if delay appears probable, Attonics Systems shall promptly give notice to that effect to Customer. Any expedited freight costs in excess of normal routing associated with adhering to Customer’s delivery schedule are the responsibility of, and at the expense of Attonics Systems. However, any such additional freight costs arising solely from Customer’s improper actions or inaction shall be borne by Customer.

Miscellaneous

The acceptance of any purchase order placed by you for the Goods is expressly made conditional on your assent to these Terms, and Attonics Systems agrees to furnish the Goods only upon these Terms and not those contained in your purchase order. If any provision of these Terms is held to be ineffective, unenforceable, or illegal under certain circumstances for any reason, such decision shall not affect the validity or enforceability (I) of such provision under other circumstances, or (II) of the remaining provisions hereof under all circumstances and such provision shall be reformed to and only to the extent necessary to make it effective, enforceable, and legal under such circumstances. These Terms shall be governed by and construed under the laws of Singapore, without regard to any conflict of laws provisions or policies that would lead to the application of any other state’s laws. Attonics Systems and Customer are independent contracting parties and nothing in the bill of sale or these Terms shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other party. This acknowledgment and these Terms represents the entire agreement between the parties with respect to the Goods and supersedes all prior discussions or understandings between them.