Terms and Conditions

Delivery and Payment Terms

All quotations submitted by Absolute Robot, Inc. (“ARI”) are subject to the following payment and delivery terms:

Delivery Time:

All delivery informationshould be considered an estimate to be confirmed upon receipt of all thedocuments below:written purchase order,down payment(if required), signed sales confirmation with signature, detailed technical and commercial specifications.

Price:

Price in the quotation includes only the cost of machine(s) delivered to US Port. Freight and special handling costs above the allowance are the responsibility of the buyer. Unless specifically stated otherwise in the quotation, all additional costs are the responsibility of the customer. Sales tax will be added to the invoice for all sales unless ARI has received a valid sales tax exemption certificate from the Buyer.

Payment Terms:

Payment terms for purchase orders in an amount less than $10,000 shall be made in accordance withSection 1.1. Payment for purchase orders for $10,000 or more shall be made in accordance with the provisions of Sections1.2, 1.3, and 1.4. Payments for custom automation projects shall be made in accordance with the provisions of Sections 1.5, 1.6, and 1.7. All purchase orders that are other than 100% pre-payment are subject to ARI credit approval. Payment (by wire) should be made to:

Beneficiary:
‍AbsoluteRobot, Inc.
33 Southgate Street
Worcester, MA U.S.A.
Tel:508.792.4305, Fax: 508-792.9645
For Wire Transfer or ACH Transfer information, please call 508.792.4305.

Warranty:

The only warranty made by ARI to Buyer is the limited warranty set forth in Section 20 below.

Quotation:

ARI has provided the Buyer with a separate quotation describing the Equipment and the price for theEquipment to be purchased by the Buyer. The quotation is subject to the Standard Terms and Conditions set forth below.

StandardTerms and Conditions

The following Terms and Conditions (“Terms”) are applicable to all sales made by ARI, and the acceptance of any order is expressly conditioned upon Buyer’s consent to these Terms. The Terms contained herein, and any other terms and conditions stated in any proposal or quotation of ARI regarding the particular sale shall constitute the complete agreement between ARI and Buyer and shall supersede all prior understandings, transactions and communications, whether oral or written, with respect to the matters referred to herein, ands hall form the complete contract between ARI and Buyer (the “Contract”). The Contract shall be binding upon delivery of written acknowledgement of acceptance of the order by ARI.

NO INTERLINEATION, DELETION, OR OTHER MODIFICATION OF THESE TERMS AND CONDITIONS OF SALE, AND NO ADDITIONAL TERMS OR CONDITIONS SET FORTH IN BUYER’S ORDER FORM OR IN ANY OTHER DOCUMENT EXECUTED AND/OR DELIVERED BY THE CUSTOMER TO AHC, SHALL BE BINDING UPON AHC UNLESS SPECIFICALLY SET FORTH IN A WRITING SIGNED BY A DULY AUTHORIZED OFFICER OF AHCAND THE CUSTOMER.

All sales are subject to written Sales Confirmation by ARI. No Contract shall arise until a written acknowledgment with an authorized signature from the Seller accepting theBuyer's order is sent by ARI to the Buyer. Receipt by Buyer of ARI’s acknowledgment and acceptance of an order without prompt (within 48 hours) written objection thereto shall constitute acceptance by Buyer of these Terms and Conditions and the terms and conditions of the quotation or proposal of ARI.

1. Payment of Purchase Price:
The Buyer shall pay ARI the total payment amount for the equipment to ARI at 33 Southgate Street, Worcester, MA 01610, as stated in the quotation, the proposal, or in the acknowledgement and acceptance with regards to the sale of the machinery (“Equipment”), as follows:

‍For Purchase Orders less than $10,000:
‍1.1. ThePurchase Price shall be paid to ARI not later than thirty (30) days from the date of delivery of the Equipment according to the terms hereof.
‍For Purchase Orders $10,000 and greater:
‍1.2. An amount equal to thirty percent (30%) of the total machine/s price (the“Purchase Price”) to ARI shall be due upon the acknowledgement and acceptance of the order by ARI;
1.3. An additional amount equal to fifty percent (50%) of the total machine/s price to ARI in collected funds before the Equipment is shipped from the manufacturer.
1.4. The balance of the Purchase Price shall be paid to ARI not later than thirty (30)days from the date of delivery of the Equipment according to the terms hereof.
‍For Purchases of Custom Automation Projects and Six Axis Robots:
‍1.5 An amount equal to sixty percent (60%) of the total machine/s price (the “PurchasePrice”) to ARI shall be due upon the acknowledgement and acceptance of the order by ARI;
1.6. An additional amount equal to twenty percent (20%) of the total machine/s price toARI in collected funds before the Equipment is shipped from the manufacturer.
1.7 The balance of the Purchase Price shall be paid to ARI not later than thirty (30)days from the date of delivery of the Equipment according to the terms hereof.

2. AdditionalPayment Terms:
2.1. The terms of payment provided for herein do not include any allowance for credit terms and shall apply notwithstanding any request for delay in delivery to the Buyer.
2.2. Buyer shall pay interest on all amounts not paid to ARI in a timely manner at an interest rate of eighteen percent (18%) per annum.
2.3 Buyer hereby grants ARI a purchase money security interest in the machine being transferred to Buyer to secure the full payment of the purchase price. Before the machine is unloaded at Buyer’s place of business, Buyer shall execute and deliver to ARI a UCC-1 Financing Statement or other similar document in proper form necessary to perfect the purchase money security interest of ARI in and to the Equipment. Buyer authorizes ARI to execute and deliver any and all documents necessary to perfect such security interest.

3. Cancellation:
In the event that the Buyer cancels the Equipment purchase contemplated herein:
‍
3.1. If Buyer cancels the purchase order before the Equipment is shipped, Buyer shall be responsible for payment to ARI for an amount equal to eighty percent (80%) of the total purchase order, subject to the provisions of Section 3.2. If the order is cancelled after shipment,Buyer shall be responsible for payment of one hundred percent (100%) of the amount of the purchase order; and
3.2. Upon receipt of the notice of cancellation from the Buyer before shipment, ARI shall use reasonable efforts to resell the machine and the amount received by ARI from the resale of the machine, plus all costs, and charges related to the preparation and delivery of such machine for resale, shall be deducted from the balance owed to ARI under Section 3.1. Nothing in this paragraph shall relieve the Buyer from the obligation to pay the amount owed to ARI under Section 3.1 in a timely manner.
3.3. ARI shall have the right at our discretion, upon written notice to the Buyer, to terminate the contract unilaterally with immediate effect, fully or in part and/or to suspend performance of its obligations under the contract with immediate effect, if:
3.3.1. TheBuyer has failed to fulfill one or more of its obligations under these Terms or any other contract or other sales terms;
3.3.2. Buyer has suspended payments or has sought the protection of the Bankruptcy Courts;
3.3.3. A petition for the involuntary bankruptcy of the Buyer has been filed which has not been dismissed within thirty (30) days from the date of filing;
3.3.4. The Buyer’s property on ARI’s premises has been attached in execution;
3.3.5. A resolution for the dissolution and/or winding up of the Buyer has been adopted;
3.3.6. Buyer is past due on any payment(s) to ARI;
3.3.7. Buyer refuses to sign the UCC1 form prior to the machine(s) arrival at the dock of the Buyer’s facility addressed above.

ARI is not and will never be liable with respect to the Buyer for any damages arising from termination of the sale pursuant to these Terms or from the suspension of obligations under these Terms for the aforementioned reasons. The amounts invoiced by ARI for performance prior to or upon termination of these Terms will be immediately due and payable. Buyer agrees to pay any and all of ARI’s costs, damages, attorneys’ fees and other expenses associated with Buyer’s termination under these Terms and/or any contract with ARI pursuant to the terms of this Section.

Customs Duties and Rates of Exchange
‍All prices herein are based on customs duties and rates of exchange in effect at the time of quotation and are subject to revision at the time of invoicing.

Price Changes
5.1. A price quotation from ARI is good for thirty (30) days only from the proposal date. An order received after thirty (30) days is subject to price revisions.
5.2. Any price in the quotation for optional feature(s) applies only if such feature is ordered at the same time as the machine.

Customs Duties and Rates of Exchange
‍All prices herein are based on customs duties and rates of exchange in effect at the time of quotation and are subject to revision at the time of invoicing.