General Terms and Conditions – ATNOVIX

Last updated: 22 October 2026

These General Terms and Conditions ("Terms") apply to all offers, quotations, agreements, services, and deliveries by ATNOVIX ("ATNOVIX", "we", "us") to its clients ("Client", "you"). ATNOVIX only contracts with businesses and professional parties.

By engaging ATNOVIX or using our services, the Client confirms acceptance of these Terms and the ATNOVIX Privacy Policy. The Client's own purchasing conditions do not apply unless ATNOVIX has accepted them in writing.

These Terms are available in English and Dutch. In case of any difference in interpretation, the English version prevails.

1. Scope of Services

ATNOVIX provides engineering and technology services, including but not limited to:

  • electronics and embedded systems design
  • PCB design, validation, and revision
  • enclosure and mechanical design
  • prototyping, testing, and small-scale production
  • research & development (R&D)
  • technical consultancy and advisory services

Unless explicitly agreed in writing, services are provided as an obligation of effort (inspanningsverplichting), not as a guaranteed result.

2. Offers and Formation of Agreement

  • All offers are non-binding unless stated otherwise in writing. Quotations are valid for 30 days unless stated otherwise.
  • An agreement is concluded when ATNOVIX confirms the assignment in writing or commences execution.
  • Verbal agreements or deviations are only binding if confirmed in writing.

3. Prices, Rates and Payment

  • All prices and rates are in euros and exclusive of VAT, shipping, duties and other government levies, unless stated otherwise.
  • Rates are agreed per project and stated in the quotation; they depend on the nature, scope and urgency of the work. Work not covered by a fixed price is invoiced on the basis of hours worked at the rate agreed for that project.
  • Invoices are payable within 14 days of the invoice date, without discount or set-off.
  • ATNOVIX may invoice in instalments, invoice work in progress monthly, and require an advance payment, in particular for components, materials and third-party costs to be purchased for the project.
  • If payment is not received on time, the Client is in default without further notice. From the due date the Client owes the statutory commercial interest (wettelijke handelsrente, Article 6:119a Dutch Civil Code) on the outstanding amount, as well as the extrajudicial collection costs, with a minimum of EUR 40 per invoice.
  • Objections to an invoice must be reported in writing within 14 days of the invoice date and do not suspend the obligation to pay the undisputed part.

4. Client Responsibilities and Information Duty

The Client is responsible for:

  • providing complete, accurate, and timely specifications and requirements
  • informing ATNOVIX of all relevant constraints, intended use, environments, risks, and applicable regulations
  • ensuring that third-party components, data, and materials supplied by the Client are suitable and lawful

ATNOVIX is not liable for consequences arising from incorrect, incomplete, or late information.

5. Changes to the Assignment

Changes to scope, requirements, or specifications:

  • must be agreed in writing
  • may affect pricing, delivery time, and technical outcomes
  • entitle ATNOVIX to compensation for already performed work and incurred costs; additional work is invoiced at the rate agreed for the project

6. Cancellation and Early Termination by the Client

The Client may cancel an assignment in writing at any time. In that case the Client owes ATNOVIX:

  • the hours worked and the work completed up to the moment of cancellation; for fixed-price assignments the part of the price that corresponds to the percentage of the assignment completed
  • the components, materials, licences and third-party services already ordered or committed for the project, including the mark-up referred to in Article 16
  • reasonable costs of winding down the project, such as documenting and handing over the work done

Advance payments already made are set off against these amounts.

7. Use of Third Parties

ATNOVIX may engage subcontractors or suppliers where necessary.

ATNOVIX is not responsible for:

  • defects or delays caused by third-party products or services
  • limitations or failures of components prescribed by the Client

Third-party terms may apply.

8. Intellectual Property

  • All intellectual property rights related to designs, documentation, software, schematics, calculations, models, prototypes, and tooling remain with ATNOVIX unless agreed otherwise in writing.
  • Once the Client has paid in full for the work concerned, the Client receives a non-exclusive, perpetual right to use the deliverables for the agreed product and purpose. This right includes having the product manufactured by a manufacturer of the Client's choice: the Client is never obliged to purchase production from ATNOVIX.
  • Production files such as Gerber files, bills of materials, CAD models and firmware binaries are handed over after full payment of the work to which they relate.
  • Transfer of intellectual property rights to the Client is possible by separate written agreement, against a fee to be agreed and after full payment.
  • ATNOVIX's generic building blocks, such as libraries, reference circuits, test tools, templates and know-how, remain the property of ATNOVIX and may be reused in other projects, without using the Client's confidential information.
  • Reverse engineering, duplication, or reuse beyond the agreed scope is prohibited.

9. Open-Source Software

Deliverables may contain software components that are subject to open-source licences (for example FreeRTOS, lwIP or Arduino cores). ATNOVIX states in the project documentation which open-source components and licences apply to the deliverable. Compliance with those licences in the Client's product, such as attribution notices and, where a licence requires it, disclosure of source code, is the responsibility of the Client.

10. Confidentiality

Both parties shall treat confidential information strictly confidential and use it solely for execution of the agreement.

Confidentiality obligations survive termination of the agreement.

11. Prototypes, Testing, and Experimental Nature

  • Prototypes and pre-production units are experimental.
  • Minor or major deviations, failures, or unforeseen behavior may occur.
  • Tests performed by ATNOVIX are limited to the agreed scope and do not replace full system validation by the Client.

12. Delivery Times

  • Delivery times are indicative and never considered strict deadlines unless explicitly agreed.
  • Delays caused by supply chain issues, component shortages, force majeure, or third parties do not constitute default.

13. CE Marking, Compliance & Regulatory Responsibility

13.1 Responsibility for Compliance

Unless explicitly agreed otherwise in writing, ATNOVIX does not act as:

  • manufacturer
  • legal manufacturer
  • authorised representative
  • conformity assessment body

The Client remains fully responsible for:

  • CE marking
  • conformity assessment
  • technical documentation
  • declarations of conformity
  • compliance with applicable directives and regulations (including but not limited to EMC, LVD, RED, Machinery Directive, RoHS, REACH)

13.2 Design Support Only

Any assistance provided by ATNOVIX regarding standards, directives, testing, or compliance:

  • is advisory only
  • does not constitute certification or approval
  • does not shift legal responsibility

Final compliance decisions rest solely with the Client.

13.3 Intended Use and Misuse

ATNOVIX designs are based on the intended use as communicated by the Client.

ATNOVIX is not responsible for:

  • misuse
  • unintended application
  • use outside specified environments
  • integration into larger systems without adequate safeguards

14. Safety, System Integration, and Risk Mitigation

  • ATNOVIX designs components, subsystems, or partial solutions.
  • The Client is responsible for system-level safety, including:
    • redundancy
    • monitoring
    • fail-safe behavior
    • alarms and protective mechanisms

ATNOVIX is not liable for damages caused by insufficient system-level risk mitigation.

15. Warranty

For series products manufactured or assembled by ATNOVIX, ATNOVIX warrants for a period of 30 days after delivery that the products are free from manufacturing defects. Defects must be reported in writing within that period. ATNOVIX will, at its own choice, repair or replace the defective products; this is the Client's sole remedy under this warranty.

This warranty does not cover:

  • prototypes, pre-production units, and experimental designs
  • normal wear, misuse, incorrect storage, or modifications by the Client or third parties
  • components prescribed or supplied by the Client, and defects in third-party components beyond the warranty those suppliers give to ATNOVIX
  • defects caused by the integration of the product into a larger system, or by use outside the specified environment

Unless explicitly agreed otherwise in writing, no other warranty applies: services and deliverables are provided "as is", without warranty of fitness for a particular purpose, regulatory approval, or market acceptance.

16. Mark-up on Purchases

ATNOVIX may procure components, materials, parts, software licenses, or third-party products on behalf of the Client where required for execution of the assignment.

Unless explicitly agreed otherwise in writing:

  • all such items shall be invoiced to the Client
  • ATNOVIX may apply a procurement and handling markup of up to 20% on the purchase price. A higher markup may be applied where this is reasonable in the circumstances, for example for small quantities, urgent orders, components with limited availability, or items that require extra handling, inspection or pre-financing. The 20% figure is indicative; the Client cannot derive any right from it.

This markup covers, but is not limited to:

  • sourcing and supplier selection
  • order processing and administration
  • payment processing and financial pre-financing
  • logistics coordination and handling
  • inspection and verification of delivered components
  • warranty handling and supplier communication
  • inventory and storage risks

Quoted prices for third-party components are indicative and may change due to supplier price changes, exchange rates, minimum order quantities, or availability.

The Client remains responsible for costs of components already ordered or committed by ATNOVIX for the project.

17. Limitation of Liability

To the maximum extent permitted by law:

  • ATNOVIX is not liable for indirect or consequential damages, including:
    • loss of profit
    • production downtime
    • loss of data
    • third-party claims
  • ATNOVIX's total liability is limited to the invoice value of the relevant agreement, excluding VAT. For agreements with a duration of more than one year or for recurring assignments, liability is limited to the amount invoiced in the 12 months preceding the event that caused the damage, with a maximum of EUR 10,000 per calendar year for all events together.
  • Liability for damages caused by incorrect use, improper integration, or deviation from instructions is excluded.
  • Any claim for damages lapses if it is not reported to ATNOVIX in writing within 12 months after the Client became aware of the damage.

These limitations do not apply to damage caused by intent or deliberate recklessness of ATNOVIX's management.

18. Indemnification

The Client shall indemnify and hold ATNOVIX harmless against all third-party claims arising from:

  • use or application of the deliverables
  • integration into products or systems
  • regulatory non-compliance
  • CE marking or certification activities

19. Force Majeure

ATNOVIX shall not be liable for delays or failure caused by circumstances beyond reasonable control, including:

  • component shortages
  • logistics disruptions
  • power or network failures
  • government measures
  • pandemics

If force majeure persists, either party may terminate the agreement without liability.

20. Suspension and Termination

ATNOVIX may suspend or terminate services immediately if:

  • payment obligations are not met
  • the Client breaches these Terms
  • continuation poses legal, safety, or reputational risks

Work already performed remains payable.

21. Retention of Title and Right of Retention

  • All goods delivered by ATNOVIX remain the property of ATNOVIX until the Client has paid everything owed under the agreement, including interest and costs.
  • Until then the Client may not sell, pledge or otherwise encumber the goods, and shall store them in a way that identifies them as the property of ATNOVIX. If the Client fails to pay, ATNOVIX may take the goods back and the Client shall give access for that purpose.
  • ATNOVIX may also retain deliverables, documentation, source and production files, and prototypes until all payment obligations are fulfilled.

22. Governing Law and Jurisdiction

All agreements are governed exclusively by Dutch law. The Vienna Sales Convention (CISG) does not apply. Disputes shall be submitted exclusively to the District Court of North Holland (Rechtbank Noord-Holland), the Netherlands, unless mandatory law provides otherwise.

23. Contact

ATNOVIX
Strandweg 7A
1976 BS IJmuiden
The Netherlands
KvK 96659548
VAT NL005223782B92
info@atnovix.com