Terms and Conditions
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Terms and Conditions
Purchase Order – Standard Terms and Conditions
1. General:
No orders for products or services of Seller shall be binding upon the Seller unless accepted in writing by an authorized official at its Home Office. Any such order shall be subject to these terms and conditions of sale and acceptance of an order by the Seller shall be expressly conditioned on assent to such terms and conditions. No modifications to these terms and conditions or other conditions will be recognized by Seller unless specifically agreed to in writing and failure of Seller to object to provisions contained in any purchase order or other communications from a Buyer shall not be construed as a waiver of these conditions nor an acceptance of any such provisions. Receipt of Purchase Order from Buyer for products and services contained herein represents acceptance of these terms and conditions. No order accepted by Seller may be altered or modified by the Buyer unless agreed to in writing by the Seller; and no such order may be canceled or terminated at any time after receipt of such order in writing by Seller. No assignment or delegation by the Buyer shall be binding on the Seller without Seller’s consent.
2. Warranty:
Seller warrants for a period of one (1) year or such period as may specifically be set forth in writing in Seller’s proposal (“Warranty Period”) that each new and unused product manufactured by it will be free of defects in material and workmanship. Seller will, within the Warranty Period, repair or replace any part found by it to be defective, provided that the product is installed and operated in accordance with Seller’s instructions and (subject always to such instructions) in accordance with generally accepted industrial practices, and, further, provided that the product is used under normal conditions for which it was designed and that it receives due and proper care, lubrication, protection and maintenance under the supervision of competent personnel. Modification or repair of the gripper by the Buyer will void the guarantee. Prior to shipping back the product to the Seller, the Buyer must get a Returned Material Authorization (RMA) from the Seller. Seller does not guarantee robotic production rates or the quality of parts made using Seller’s products. Under no circumstances whatsoever shall Seller be liable to any person, firm or corporation for any special, indirect or consequential damages, whether for breach of contract, negligence, misrepresentation or otherwise and whether resulting in lost profits, interest on money borrowed or invested, impairment of goods, work stoppage or otherwise, in any way arising out of the sale of any products or services by Seller to Buyer or any transaction to which these Standard Terms apply. The liability of Seller and the exclusive remedy of Buyer for any defect or breach or for any action relating to the sale of any products or services by Seller to Buyer, whether based in contract, negligence, strict liability, tort, breach of warranty, or otherwise, is limited, at Seller’s option, to repair or replacement of the defective goods or services or refund of the purchase price therefore. The foregoing shall constitute the sole and exclusive liability of Seller and the sole and exclusive remedy of Buyer or anyone claiming on behalf of or through Buyer.
3. Technical Information:
All illustrations, drawings, tables, graphs and the like issued by Seller or contained in Seller’s catalogs, price lists, advertisements or any other publications must be regarded as close approximations only. Weights, measurements, capacities and all other particulars of products offered by Seller are stated in good faith as being approximate and no responsibility is accepted for their deviation from the approximations stated unless otherwise specified in writing in Seller’s proposal or order acknowledgment.
4. Delivery:
Delivery shall be Ex Works. Delivery of products to a carrier at Seller’s plant or other shipping point shall constitute delivery to Buyer and title shall pass at that time, regardless of freight payment. All risks of loss or damage in transit shall be borne by Buyer. Merchandise insurance against loss or damage in transit is the sole responsibility of the Buyer. Delivery promises are based on Seller’s best judgment and Seller will attempt to fill orders at the agreed time. However, Seller shall not be liable for any damage claimed to result from any delay in delivery due to any cause whatsoever. Shipment and delivery dates are quoted in good faith and are approximate. Shipment and delivery dates are subject always to these Standard Terms and Buyer’s timely compliance with these Standard Terms and such reviews and approvals as are required of Buyer. Seller shall not be liable to pay any penalty for a delay in shipment, nor shall it be bound by any provision for the payment of a penalty of any nature whatsoever claimed by reason of any delay in shipment unless it has expressly consented to such penalty provision in a writing executed by Seller.
5. Terms of payment:
Delays in transportation shall not extend any payment terms. Seller reserves the right to collect payment in part or in full as a condition of acceptance of an order from Buyer. Should the Buyer’s financial responsibility become unsatisfactory to the Seller, cash payment or satisfactory security may be demanded by the Seller and in default of such cash payment or satisfactory security, deliveries herein may be discontinued at the option of the Seller and a charge rendered covering the value of any partially finished articles that are being manufactured on this order or contract. Seller retains all other remedies it may have as a result of Buyer’s unsatisfactory financial responsibility. When an account becomes past due according to its payment terms, interest will be charged at the greater of 1.50% per month (18% per year) or the maximum permitted by law until paid.
6. Taxes and Other Charges:
Any manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, transportation insurance or any other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between Seller and Buyer, shall be paid by Buyer in addition to the prices quoted or invoiced.
7. Pricing Policy:
Prices quoted are for acceptance within 30 days. Prices are based on running the full quantity for shipment at one time and to one destination unless otherwise agreed to in writing.
8. Errors and Variances:
All clerical errors in Seller’s quotations, acknowledgments and invoices are subject to correction.
9. Force Majeur:
Performance by Seller under this order shall be extended or excused to the extent failure to perform is the direct or indirect result of any occurrence beyond Seller’s control including, but not limited to, strikes, labor troubles, riots, floods, fires, earthquakes, storms and other natural disasters, accidents, shortage of cars, failure of production, supply, transportation or delivery of raw materials or the materials covered by this agreement.
10. Intellectual Property Protection:
Buyer will respect the intellectual property (IP) rights of the Seller including but not limited to: patent, copyright, trade-mark, trade secret and industrial design. Should Buyer become aware of any infringement of Seller’s IP rights, including any third party infringements, Buyer will immediately give notice to Seller.
11. Governing Law:
The validity, construction and interpretation of all documents relating to this sale, and rights and duties of the parties hereto, shall be governed by the laws of the Province of Québec, Canada.
Services – Standard Terms and Conditions
The present Terms and Conditions of Services shall apply to any provision of Services by Robotiq to End Users, in accordance with an automation solution center agreement between Robotiq and the ASC, or directly to the End User. The End User accepts without limitation or reservation the present Terms and Conditions.
1. Definitions
The following terms, when used herein, shall have the meanings set forth or referenced below.
- “ASC” means the legal or natural person that has entered into an automation solution center agreement with Robotiq pertaining to the distribution and sale of Robotiq’s products and Services to End Users.
- “Buyer” means the legal or natural person that is purchasing Services from Robotiq. This may be the ASC or the End User.
- “End User” means the customer to whom Robotiq shall provide the Services. The End User may or may not be an ASC’s customer.
- “Intellectual Property” means all materials, trademarks, trade names, patents, inventions, software, documentation, designs, industrial designs, tools, know-how, techniques, processes, methodologies, works and other similar components that may be supplied to the End User or created, developed, acquired or used by Robotiq in the performance of the Services;
- “Robotiq” means Robotiq inc.;
- “Services” means the professional consulting services provided by Robotiq to the End User, as further detailed in the Quotation
- “Quotation” means the document provided to the End User by Robotiq describing the Services, as well as details relating to the Services, including the price and duration of the Services;
2. General Obligations
- 2.1Robotiq shall perform the Services in a professional and workmanlike manner in accordance with the present Terms and Conditions and the Quotation in all material respects, and shall use its best efforts to perform the Services Options in accordance with all applicable laws and regulations and commercial standards generally observed in the industry for similar professional services.
- 2.2Robotiq shall use its best efforts to provide Services which are compliant with the End User’s local regulations, including but not limited to machine directive and low voltage.
- 2.3Notwithstanding the foregoing, the End User shall be solely responsible for the implementation and the deployment of the solutions recommended by Robotiq as part of the Services within the End User’s operations and facilities. The End User is solely responsible for ensuring such implementation and deployment of solutions are compliant with all applicable local laws and regulations.
- 2.4End Users shall have at all time sufficient computer and robotic equipment as well as communication tools to enable the provision of Services.
- 2.5In some circumstances, access to the Services may require interaction with third-party software, platforms or computer programs. When necessary, the End User may be subject to the terms and conditions of use of third parties that are not under the control of Robotiq.
3. Intellectual Property
- 3.1The End User acknowledges and agrees that:
- 3.1.1any and all Robotiq's Intellectual Property Rights are the sole and exclusive property of Robotiq, its suppliers, partners and licensors;
- 3.1.2The End User shall not acquire any ownership interest in any of Robotiq’s Intellectual Property Rights under the present Terms and Conditions of Services; and
- 3.1.3The End User shall use Robotiq’s Intellectual Property Rights only in accordance with these Terms and Conditions and the instructions of Robotiq.
- 3.2The present Terms and Conditions shall not be construed as precluding or limiting in any way Robotiq’s right to provide similar or other services of any kind or nature to any person or entity.
4. Restriction on Use
The Services and materials delivered in connection therewith are provided by Robotiq for the End User’s internal use and information only and may not be distributed, published, made available or otherwise relied upon by any other person, without Robotiq’s express prior written permission.
5. Limitation of Liability
- 5.1Robotiq (as well as its shareholders, officers, directors, employees, affiliates, agents and contractors) gives no warranty, express or implied, with respect to:
- 5.1.1the suitability of the Services with the expectations and needs of the End User;
- 5.1.2the computer and robotic equipment of the End User, its operation and that of its hardware and software components; and
- 5.1.3the benefits, financial or otherwise, real or anticipated, positive or not, resulting or likely to result from the Services.
- 5.2The End User is solely responsible for:
- 5.2.1obtaining, procuring, configuring, maintaining, paying for and protecting against any damage or loss of any equipment required for the use of the Services;
- 5.2.2ensuring the robot or equipment operated according to the Services is deployed and operated safely and according to local regulations; and
- 5.2.3providing a safe and suitable equipment, site and environment for the provision of the Services, including, but not limited to, when Robotiq directly controls the End User’s robotic equipment.
- 5.3Robotiq (as well as its shareholders, officers, directors, employees, affiliates, agents and contractors) may not under any circumstances be held liable to the End User if business opportunities or revenues are lost in relation to the provision of Services.
- 5.4Should any damage occur as a result of the negligence of Robotiq or one of its officers, employees, agents or contractors during the provision of Services, Robotiq will compensate the End User for damages incurred by the End User, up to the amount of the price paid by the End User to Robotiq for the Services performed.
6. Terms of payment
The terms of payment for the price of the Services are detailed in the Quotation. Robotiq reserves the right to collect payment in part or in full as a condition of acceptance of a Quotation from the Buyer. Should the Buyer’s financial responsibility become unsatisfactory to Robotiq, cash payment or satisfactory security may be demanded by Robotiq and in default of such cash payment or satisfactory security, delivery of services herein may be discontinued at the option of Robotiq and the Buyer shall pay Robotiq the price for the Services performed up to the date of interruption of the Services. Robotiq retains all other remedies it may have as a result of Buyer’s unsatisfactory financial responsibility. When an account becomes past due according to its payment terms, interest will be charged at the greater of 1.50% per month (18% per year) or the maximum permitted by law until paid.
7. Taxes and Other Charges
Any manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, transportation insurance or any other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between Robotiq and Buyer, shall be paid by Buyer in addition to the prices included in the Quotation or invoiced.
8. Pricing Policy
Prices indicated in the Quotations are for acceptance within 30 days.
9. Errors and Variances
All clerical errors in Robotiq’s Quotations, acknowledgments and invoices are subject to correction.
10. General Provisions
- 10.1The present Terms and Conditions are governed by the laws of Quebec and the applicable laws of Canada, without regard to the conflict of law principles thereof. The End User agrees to be bound by these laws and to submit to the exclusive jurisdiction of the courts of Québec, Province of Quebec, any claim or dispute with respect to the interpretation or application of the present Terms and Conditions.
- 10.2The End User may not assign or transfer the rights of use granted herein without the prior written consent of Robotiq.