Terms and Conditions for Purchase of Goods and/or Services

Aerodynamic Test Equipment Ltd (trading as Ate AEROTECH)

Goods and/or services are ordered and/or purchased by Aerodynamic Test Equipment Ltd (ATE), trading as Ate AEROTECH, only on the following terms and conditions.

1. Interpretation

1.1 Definitions:

  • ATE: Aerodynamic Test Equipment Ltd, trading as ATE Aerotech, registered office: Crown Technical Centre, Burwash Road, Heathfield, East Sussex TN21 8QZ. Company no. 07215653.
  • ATE Materials: As set out in clause 5.3(i).
  • Business Day: A day other than Saturday, Sunday, or public holiday in England when banks in London are open.
  • Commencement Date: As set out in clause 2.1.
  • Conditions: These terms and conditions, as amended from time to time.
  • Contract: The contract between ATE and the Supplier in accordance with these Conditions.
  • Deliverables: All documents, products, and materials developed as part of the Services.
  • Goods: The goods (or any part of them) set out in the Order.
  • Goods Specification: Any written specification agreed between ATE and Supplier.
  • Intellectual Property Rights: All IP rights, registered or unregistered, including applications and renewals.
  • Order: ATE’s written acceptance of Supplier’s quotation.
  • Services: The services, including Deliverables, as set out in the Service Specification.
  • Supplier: The person or firm from whom ATE purchases goods/services.

1.2 Construction: “Person” includes individuals and corporate entities; references to “party” include successors and assigns; references to “writing” include fax and email.

2. Basis of Contract

  1. The Order constitutes an offer by ATE. Acceptance occurs when the Supplier:
    • Issues written acceptance, or
    • Acts in a way consistent with fulfilling the Order.
  2. These Conditions exclude any other terms the Supplier seeks to impose.
  3. All Conditions apply to both Goods and Services, except where specified otherwise.

3. Supply of Goods

  1. The Supplier shall ensure that Goods:
    • Match description and agreed specification.
    • Are of satisfactory quality and fit for purpose.
    • Are free from defects for 12 months after delivery.
    • Comply with statutory and regulatory requirements.
  2. The Supplier must hold necessary licences and permits.
  3. ATE may inspect and test Goods prior to delivery and require remedial action if needed.

4. Delivery of Goods

  1. The Supplier must ensure:
    • Goods are packed securely.
    • A delivery note is provided with order details, storage instructions, and balance if delivered in instalments.
    • Packaging materials to be returned are clearly stated and returned at Supplier’s cost.
  2. Delivery shall:
    • Be on the specified date or within 10 Business Days if unspecified.
    • Be to ATE’s premises or other specified location.
    • Be during business hours, unless otherwise instructed.
  3. Delivery is complete when Goods are unloaded at Delivery Location. Title and risk pass to ATE on delivery.
  4. No instalment deliveries unless agreed. Failure to deliver instalments entitles ATE to remedies.
  5. Supplier must pass on any warranties from manufacturers to ATE.
  6. If Goods/Services are late or non-compliant, ATE may terminate, reject, seek refunds, refuse future deliveries, obtain substitutes, or claim damages.

5. Supply of Services

  1. Supplier shall provide Services as set out in the Order.
  2. Supplier must meet performance dates specified by ATE.
  3. In providing Services, Supplier must:
    • Co-operate with ATE and follow instructions.
    • Perform with care, skill, and diligence.
    • Use suitably skilled staff in sufficient numbers.
    • Ensure Deliverables meet specifications and are fit for purpose.
    • Provide necessary tools, equipment, and materials.
    • Use best quality materials and ensure Deliverables are free from defects.
    • Maintain required licences and comply with laws.
    • Follow health and safety and security requirements.
    • Safeguard and return ATE Materials.
    • Not jeopardise ATE’s licences or authorisations.

6. ATE Remedies

  1. If Supplier fails to deliver Goods/Services on time, ATE may:
    • Terminate Contract immediately.
    • Refuse subsequent deliveries or services.
    • Recover costs of substitutes.
    • Claim refunds for undelivered items.
    • Claim damages for additional costs/losses.
  2. If Goods are non-compliant, ATE may:
    • Reject and return Goods at Supplier’s risk/expense.
    • Terminate Contract immediately.
    • Require repair/replacement or full refund.
    • Refuse further deliveries.
    • Recover substitute costs.
    • Claim damages for additional costs/losses.
  3. Rights extend to remedial services or replacement goods.
  4. ATE retains all statutory and common law remedies.

7. ATE Obligations

  • Provide Supplier reasonable access to premises as agreed.
  • Provide necessary information requested for Services.

8. Charges and Payment

  1. Price for Goods as set in Order, inclusive of packaging, insurance, and carriage unless agreed otherwise.
  2. Charges for Services are full and exclusive remuneration.
  3. Supplier may invoice ATE upon delivery of Goods or completion of Services.
  4. ATE pays invoices within 60 days from end of month received.
  5. All amounts are exclusive of VAT; VAT payable upon valid invoice.
  6. Late payments accrue interest at 4% above Lloyds Bank base rate.
  7. ATE may set off liabilities between Supplier and ATE.

9. Intellectual Property Rights

  1. Supplier warrants clear title to Goods and Deliverables.
  2. Supplier assigns all IP Rights in Deliverables to ATE.
  3. Supplier shall obtain waivers of moral rights in Deliverables.
  4. Supplier must do further acts/documents to secure IP rights for ATE if requested.
  5. All ATE Materials remain ATE property and must be returned.

10. Indemnity

Supplier indemnifies ATE against all losses, claims, and costs arising from:

  • Infringement of third-party IP rights.
  • Death, injury, or property damage from defective Goods.
  • Claims arising from Supplier’s breach or negligent performance.

This clause survives termination.

11. Insurance

  1. Supplier must maintain professional, product, and public liability insurance during the Contract and for 2 years after.
  2. Supplier must ensure subcontractors maintain adequate insurance.

12. Confidentiality

Both parties must keep confidential all information, know-how, ATE Materials, and business details disclosed, except as required by law. This obligation survives termination.

13. Termination

  1. ATE may terminate:
    • Services with 1 month’s notice.
    • Goods immediately prior to delivery with fair compensation for work in progress (excluding lost profits).
  2. Supplier may terminate with 3 months’ notice.
  3. Contracts covering both Goods and Services may be terminated in part.
  4. ATE may terminate immediately if:
    • Supplier commits a material breach and fails to remedy.
    • Supplier repeatedly breaches terms.
    • Supplier enters administration, liquidation, or ceases business.
    • Supplier suspends or threatens to suspend business.
    • Supplier’s financial position deteriorates.
  5. Termination does not affect accrued rights and remedies.
  6. Clauses intended to survive termination will remain in effect.

14. Consequences of Termination

On termination, Supplier must deliver all Deliverables and return all ATE Materials. If not, ATE may repossess them. Supplier remains responsible for safekeeping until return.

15. Force Majeure

Neither party is liable for failure caused by events beyond reasonable control. Supplier must mitigate effects. If delay exceeds 10 Business Days, ATE may terminate immediately.

16. General

  1. Assignment: ATE may assign or subcontract freely; Supplier requires consent.
  2. Notices: Must be in writing and delivered personally, by post, courier, fax, or email. Deemed received per method used.
  3. Severance: Invalid provisions are modified or deleted without affecting remainder.
  4. Waiver: Waivers must be in writing; no delay prevents exercise of rights.
  5. No partnership or agency: No partnership, joint venture, or agency created.
  6. Third parties: No rights for third parties to enforce terms.
  7. Variation: Changes valid only if in writing and signed by ATE.
  8. Governing law: England and Wales.
  9. Jurisdiction: Courts of England and Wales.

August 2025

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