General Terms
These terms and conditions (“Standard Terms”) govern all sales of products (“Robotic Products”) and services (“Services”) by Quasi Robotics, Inc. (“Seller”). Unless explicitly agreed upon in writing by an authorized representative of the Seller, these Standard Terms are part of any agreement between Seller and the Buyer and override any conflicting terms in the Buyer’s purchase order or related documents.
Acceptance of these terms occurs when:
1. Buyer signs Seller’s order acknowledgment.
2. Buyer does not object to these terms after receiving them in a quotation or order confirmation.
3. Buyer accepts delivery of products or performance of services.
These terms align with the Uniform Commercial Code (UCC) of Maryland, ensuring Seller’s rights are protected.
Pricing
Prices for Products and Services are based on the details outlined in the Seller’s proposal or quotation. Any changes in specifications or requirements from the Buyer may lead to price adjustments. Quoted prices are valid for 30 days unless otherwise specified. Orders placed beyond this period may be subject to price changes.
Prices exclude freight, insurance, duties, and applicable taxes unless otherwise stated. Buyers are responsible for securing all necessary permits and licenses at their expense. If specifications or scope of work change after the order is placed, Seller reserves the right to adjust pricing accordingly.
Delivery
Products are delivered FOB (Free on Board) at the origin unless otherwise agreed in writing. Estimated delivery dates are provided in good faith but depend on receiving all necessary information and materials from the Buyer. Delivery delays do not justify cancellation of orders unless mutually agreed upon in writing.
Seller arranges transportation at the Buyer’s expense unless otherwise specified. The risk of loss transfers to the Buyer once the shipment leaves the Seller’s premises.
Payment Terms
Unless specified otherwise, payments are due in full within 30 days from the invoice date. Pre-owned products may require full payment within 10 days before shipment. Late payments incur interest at 2% per month or the maximum allowed by law. Credit card payments may incur an additional 4% fee.
Failure to pay on time may result in suspension of delivery or cancellation of the order. Payments must be made in U.S. dollars as specified on the invoice.
Changes to Orders
Once an order is confirmed, changes can only be made with Seller’s written approval. Changes that affect costs or timelines will result in price adjustments, and the Buyer is required to sign off on these changes in writing.
Security Interest
The Seller retains a security interest in the Products until full payment is received. This interest allows Seller to reclaim the Products if the Buyer fails to pay. The Buyer agrees to support Seller in filing necessary documents to enforce this interest.
Production/Delivery Estimates
Any production capabilities or performance estimates provided by Seller are non-binding. Actual performance depends on factors such as order quantity, design changes, and operating conditions, which are beyond Seller’s control.
Intellectual Property and Confidentiality
All designs, methods, and technical information developed or provided by Seller remain its property. Buyers cannot share or use this information beyond the scope authorized by Seller. This confidentiality obligation remains in effect indefinitely.
Warranty
Seller provides warranties based on the type of product or service:
1. New Products: Warranty covers defects for the period specified in the sale documents. Seller determines the method of repair or replacement.
2. Pre-owned Products: Warranty lasts 90 days unless otherwise stated. Defective parts must be returned at the Buyer’s expense for evaluation.
3. Services: General services have a 30-day warranty. System integration and installation services are covered for one year, excluding travel costs for service personnel.
4. Conditions: Warranties are void if the Buyer misuses, modifies, or fails to maintain the products as directed.
Seller’s liability is limited to repair, replacement, or refund at its discretion. Seller is not responsible for incidental or consequential damages.
Returns and Cancellations
Products cannot be returned without prior written approval from Seller. Returned items must include an authorized Return Material Authorization (RMA) form and be securely packaged. Refunds, if any, will deduct restocking fees and costs incurred.
Orders can only be canceled with Seller’s written consent and may involve indemnification for Seller’s losses and costs.
Force Majeure
Seller is not liable for delays or failures caused by events beyond its control, such as natural disasters, labor strikes, or government actions.
Buyer’s Delays
If a Buyer causes delays in the order’s progress, the order may be canceled after 90 days. Cancellation terms under Section “Returns And Cancellations” will then apply.
Storage Costs
If a Buyer cannot accept delivery, Seller may store the Products at the Buyer’s risk and expense. Storage fees must be paid before the Products are released.
Safety and Indemnity
Buyers are responsible for ensuring workplace safety and compliance with regulations. They must follow Seller’s instructions for safe operation. The Buyer indemnifies Seller against claims arising from improper use or non-compliance.
Additional Services
Implementation and other on-site services requested by the Buyer are billed at Seller’s standard rates unless otherwise agreed. Buyers must ensure a safe environment for Seller’s personnel.
Software Licensing
Software included with Products is licensed, not sold. The Seller retains ownership and all related intellectual property rights.
Governing Law
This agreement is governed by the laws of Maryland. Disputes must be resolved in Maryland courts.
Final Agreement
These Standard Terms represent the complete agreement between Seller and Buyer. Any modifications must be in writing and signed by both parties.