Terms And Conditions of Sale

1.Controlling Provisions

  1. The seller, Robota LLC, a Delaware limited liability company (“Robota”) expressly makes all its quotations or order confirmations subject to these Terms and Conditions of Sale (“Terms”), and Robota’s acceptance of a purchaser’s (the “Purchaser”) order shall not constitute an acceptance of or agreement to any provision on any form or document supplied by Purchaser that are different from or additional to these Terms. Any such different or additional terms and conditions are hereby expressly rejected by Robota.

  2. Robota, together with the Purchaser, are referred to as the “Parties.”

  3. These Terms, together with any Quote (defined below), purchase order, or order confirmation, comprise the agreement between the Parties (“Agreement”).

2.Errors; Changes

  1. Robota reserves the right to correct clerical and typographical errors.

  2. Robota reserves the right to modify any or all specifications, prices, quantities, and terms at any time and to modify, improve, or discontinue all of its products, equipment, services, technology, and processes, including all spare parts designated therein, listed on Robota’s price quotation (“Quote”).

3.Prices

  1. The Purchaser shall pay the prices on the price list set forth on Quote for the Products provided by Robota, which do not include any freight, taxes, or levies. The prices charged to the Purchaser shall be in United States Dollars. When placing an order with Robota the Purchaser shall, unless otherwise separately agreed to by the Parties or reflected otherwise in the Quote, pay in advance one hundred per cent (100%) of the total hardware goods value of the total order.

  2. Purchaser shall pay, ex-works factory, all current freight costs; special packaging, insurance and all other costs incurred with respect to shipping and delivery of the Products; any and all national, state, or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may now or hereafter be applicable to, measured by or imposed upon or with respect to the transaction, the Products, its sale, its value, or its use, or any services performed in connection therewith; and other levies.

  3. In the event of late payment or non-payment of any amount, Robota is entitled to obtain interest in arrears of one-month LIBOR plus 4% from the due date of the relevant invoice until full payment has been made; withhold delivery of all Products that have not yet been delivered to the Purchaser; and/or refuse acceptance of new orders and/or cancel any orders already submitted by the Purchaser.

  4. Purchaser shall pay any and all collection expenses incurred by Robota, including but not limited to attorney’s fees for counsel of Robota’s choice and litigation expenses, expenses relating to pursuing, searching for, receiving, taking, keeping, storing, advertising and selling the Products, as well as any deficiency resulting from a sale of the Products.

  5. Nothing contained herein shall preclude Robota from offering, by mutual agreement of the Parties, incentive pricing to facilitate or enhance a particular Product.

4.Orders, Risks of Loss, Delivery, and Force Majeure

  1. Robota will use its best efforts to fill Purchaser’s orders promptly upon acceptance by Robota but reserves the right to allot available quantities as may be appropriate from time to time.

  2. Title and risk of loss of Products, or any part of same, shall pass to Purchaser as ex-works factory.

  3. Delivery will be made ex-works factory. Shipping dates are approximate and are based on prompt receipt of all necessary information from Purchaser.

  4. Robota shall not be liable for failure to ship any Products nor for any delay in shipment due to any cause beyond its reasonable control, including earthquakes, lightning, storms, foods, or other acts of God, war (whether declared or not), mobilization, civil commotion, riots, embargoes, domestic or foreign governmental regulations or orders, acts of the Purchaser or its agents or employees, strikes, lock-outs, work stoppages, other labor difficulties, shortages of or inability to obtain shipping space or transportation, partial or entire failure of Robota’s or its vendors’ production facilities, inability to secure supplies at current prices, shortages of raw materials. Should manufacture or delivery be delayed in whole or in part by such causes, Robota’s time for performance shall be extended by the duration of the delaying cause.

5.Warranty

  1. The warranty period for the Product shall be twelve (12) months from the date the Product is received by the Purchaser (the “Warranty Period”). During the Warranty Period, Robota shall expressly warrant hardware Products against defects resulting from faulty design, materials or workmanship only in accordance with the provisions set forth in this Section 7 and Schedule I affixed hereto.

  2. Robota’s responsibility during the Warranty Period shall only apply to defects attributable to causes existing before the passage of risk upon delivery. For avoidance of doubt, it is noted that the warranty does not cover defects arising from incorrect installation procedures, faulty maintenance or from repairs carried out improperly by the Purchaser, nor does it cover user error.

  3. Robota may, at its sole discretion, decide whether the faulty Product shall be repaired or replaced. In the event a Product shall be repaired, the Purchaser shall inform Robota of the cost associated with the repair in order for Robota to decide whether to repair or replace the Product. The Purchaser is entitled to make claims to Robota only to the extent this is explicitly set forth in these Terms.

6.Intellectual Property and Confidential Information

  1. Purchaser acknowledges and agrees that Robota’s confidential and trade secret information; intellectual property, including trademarks, service marks, copyrights, and patents; and other information relating to the Products and Robota’s business (“Robota Confidential Information”) are confidential, valuable to competitors, and will be kept strictly confidential. Purchaser hereby agrees not to, without Robota’s prior written approval, publish or otherwise disclose to third parties any Robota Confidential Information unless such disclosure is required by Law or by order of a court of competent jurisdiction, with the exception of information that is or becomes publicly known, except through a breach of these Terms by the receiving Party; information that is known to the receiving Party from third parties without breach of an obligation of confidentiality; or information that was known to the receiving Party prior to receipt from the disclosing Party, without breach of an obligation of confidentiality.

  2. Purchaser shall not, and shall not allow any third party to: (i) disassemble or otherwise reverse engineer the Software or any other element of the Products or attempt to reconstruct or discover any code, underlying ideas, algorithms, file formats or programming interfaces of the Products or Software by any means whatsoever (except strictly to the extent that applicable law prohibits or restricts reverse engineering restrictions, and in such case only with prior notice to Robota); (ii) modify or create derivative works of any Product or Software; (iii) remove or alter any Product or Software identification, proprietary, copyright or other notices placed upon, embedded in or displayed by the Products or their packaging or related materials;

  3. The confidentiality obligation set forth herein shall remain in effect indefinitely.

7.Limitation of Liability, Indemnification, Governing Law, Arbitration, and Venue

  1. Robota’s liability for damages and product liability is always limited to direct damages and losses and Robota shall not be liable for indirect damages and losses such as loss of production, loss of profit, loss of expected savings, loss of goodwill or consequential damages of any kind arising for Purchaser or a third party.  Robota’s liability under this Agreement shall in no event exceed the total amount which PURCHASER had paid for the Products during the term of the Agreement.

  2. Scope. Purchaser shall defend, indemnify, and hold harmless Robota, its owners, representatives, agents, employees, and independent contractors (“Robota Indemnitees”) from any and all claims, demands, actions, losses, damages, and/or liability arising out of, connected with, or related to in any way this Agreement from any cause whatsoever, including without limitation those involving or relating to injuries or death of persons, damages to property, and/or the failure of Purchaser or the Robota Indemnitees to comply with any laws, rules, regulations, ordinances, directives, guidelines, policies, or procedures of any jurisdiction. THE PREVIOUS SENTENCE APPLIES EVEN IF THE ROBOTA INDEMNITEES HAVE BEEN ALLEGED TO OR HAVE BEEN PROVEN TO BE NEGLIGENT IN ANY RESPECT.

  3. Procedure. Purchaser shall promptly provide notice to Robota of all claims, demands, actions, losses, damages, and/or liabilities. Robota may in its sole discretion choose the counsel to defend the Robota Indemnitees. Purchaser shall promptly pay any retainers, attorney’s fees, and costs associated with the defense of the Robota Indemnitees within 30 days of receiving invoices related to the same, unless payment within a shorter period is required by the Robota Indemnitees or their counsel of choice or those assisting said counsel. Any failure by Purchaser to promptly make such payments shall constitute a material breach of the Agreement.

  4. These Terms and the Agreement shall be construed in accordance with and be governed by the substantive laws of Texas, USA, without regard to conflict of laws principles of any jurisdiction. To eliminate doubt, the Parties intend that Texas substantive and procedural law apply to any disputes arising from or out of these Terms or the Agreement.

  5. Except as otherwise provided below, any dispute, controversy, or claim relating to or arising out of these Terms, the Products, or the Agreement, or to the interpretation, construction, or breach thereof, or to the existence, scope, or validity of these Terms or the Agreement, will be referred to, and shall be resolved by private binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect.  The arbitration shall either be before the AAA or JAMS.  The arbitration shall be heard by a panel of three (3) arbitrators in Dallas, Texas.  Either Party may submit to the other Party a statement of claims demanding arbitration and setting forth the basis for the claim and the relief requested.  Each Party shall select one arbitrator and the third arbitrator shall be mutually agreed by the Parties.  If the Parties cannot agree on the third arbitrator within fifteen (15) days of the notice of claim, then the other two arbitrators will collectively select a third arbitrator.  Each arbitrator will be a solicitor, attorney, judge, or similar professional knowledgeable in business law.  The resolution of any controversy or claim as determined by the arbitrators will be binding on the Parties, and judgment upon the award rendered pursuant to such arbitration may be entered in any court of competent jurisdiction.  Notwithstanding the forgoing, a party may seek from the courts in Dallas County, Texas, USA or federal courts sitting in Dallas, Texas, USA an order to compel arbitration, or any other interim relief or provisional remedies pending an arbitrator’s resolution of any controversy or claim.  The Parties agree that Purchaser’s continued use of any rights, property, Robota Confidential Information, or other licenses of Robota after the termination of the Agreement shall entitle Robota to obtain injunctive relief against Purchaser and others acting in concert with it, if any, in the courts of Dallas County, Texas, USA or federal courts sitting in Dallas, Texas, USA. The Parties must attend hearings in the arbitration in person in Dallas, Texas, USA.

  6. The Parties agree that prevailing parties in the arbitration shall be entitled to collect their reasonable and necessary attorney’s fees and costs (including deposition transcripts and video, third party consultants and litigation support groups, and vendors) from the non-prevailing parties in the arbitration.

8.Miscellaneous

  1. Either party may terminate the Agreement without cause by written notice given to the other at least thirty (30) days before the written notice specifies will be the date of termination.

  2. Notice of termination and other notices shall be made by personal delivery, pre-paid recorded delivery, facsimile, or email to the other Party’s address stated in any purchase order or order confirmation, or such other address as may be notified by the parties to each other.

  3. Nothing in these Terms or the Agreement shall create a joint venture between the Parties.

  4. The Purchaser shall have no authority, in any manner or to any extent, to represent or legally bind Robota. Neither Party may act as a representative for the other Party towards third parties. Under no circumstances shall these Terms or the Agreement be interpreted or construed to be a proxy for either Party to represent the other Party.

  5. Purchaser shall not modify, copy, duplicate, reverse engineer, disassemble, alter, reproduce, license or sublicense any Product without the prior written consent of Robota.

  6. Purchaser shall not mask, conceal or remove the Robota name on the Products and/or equipment by labels, paint or any other method.

  7. Neither Party may assign these Terms or the Agreement and/or its rights and obligations hereunder, unless the other Party has agreed thereto in writing.

  8. If any provision of these Terms or the Agreement or part thereof is held to be unenforceable or invalid, the remaining provisions and portions of these Terms or the Agreement shall nevertheless be given full force and effect.

  9. A failure or delay by either Party to enforce any right under these Terms or the Agreement shall not constitute a waiver of such right or any other right and shall not modify the rights or obligations of either Party under these Terms or the Agreement.  Any waiver by either Party under these Terms or the Agreement shall not constitute a waiver of such right or any other right in the future.

  10. The Agreement constitutes the entire agreement of the Parties, and supersedes all prior agreements and communications, whether oral or in writing, between the parties with respect to the subject matter of the Agreement.  No amendment or modification of the Agreement shall be effective unless made in writing and signed by both Parties.

  11. Unless otherwise provided in the Agreement, all rights are reserved to and by Robota.

              

 

 

Schedule I

 

Products Warranty:

 

Robota’s Products are warranted against defects in workmanship and materials for a period of twelve (12) months from the date of shipment from Robota corporate headquarters, unless otherwise provided by Robota in writing, provided the Product remains unmodified and is operated under normal and proper conditions, Warranty provisions and durations on software, integrated installed systems.

 

Products may be serviced with parts, components, or subassemblies that originate from returned products and that have been tested as meeting applicable specifications for equivalent new material and Products.

 

The sole obligation of Robota for defective hardware Products is limited to repair or replacement (at Robota’s option) on a “return to service depot” basis with prior Robota authorization. Purchaser is responsible for shipment to Robota and assumes all costs and risks associated with this transportation; return shipment to Purchaser will be at Robota’s expense. Purchaser shall be responsible for return shipment charges for Product returned where Robota determines there is no defect (“No Defect Found”), or for Product returned that Robota determines is not eligible for warranty repair. No charge will be made to Purchaser for replacement parts for warranty repairs. Robota is not responsible for any damage to or loss of any software programs, data or removable data storage media, or the restoration or reinstallation of any software programs or data other than the software, if any, installed by Robota during manufacture of the Product.

 

The above warranty provisions shall not apply to any Product (i) which has been repaired, tampered with, altered or modified, except by Robota, (ii) in which the defects or damage to the Product result from normal wear and tear, misuse, negligence, improper storage, ingress of water or other liquids in non-IP67 rated products, use of parts or accessories not approved or supplied by Robota, or failure to perform installation, operator handling and scheduled maintenance instructions supplied by Robota, or (iii) which has been subjected to unusual physical or electrical stress, abuse, or accident, or forces of exposure beyond normal use within the specified operational and environmental parameters set forth in the applicable Product specification, nor shall the above warranty provisions apply to any expendable or consumable items supplied with the Product.

 

EXCEPT FOR THE WARRANTY OF TITLE AND THE EXPRESS WARRANTIES STATED ABOVE, ROBOTA DISCLAIMS ALL WARRANTIES ON PRODUCTS FURNISHED HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. THE REMEDY SET FORTH IN THIS STATEMENT IS PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR WARRANTY CLAIMS, AND IS EXPRESSLY IN LIEU OF ALL OTHER REMEDIES THAT MAY BE AVAILABLE TO BUYER AT LAW OR IN EQUITY.