Terms of Sale

Roboworld Molded Products, LLC Terms of Sale

Last Revised: 27 September 2024

I. ROBOWORLD MOLDED PRODUCTS, LLC STANDARD TERMS AND CONDITIONS

A. DEFINITIONS

“Buyer” means the entity to which Seller is providing products.

“Seller” means the entity providing Products (Roboworld Molded Products, LLC, hereinafter “Roboworld Molded Products” or “Seller”).

“Products” means the equipment, parts, materials, supplies, and other goods Seller has agreed to supply to Buyer.

B. SALES POLICY FOR PRODUCTS

  1. Business-to-Business Only.
    • Roboworld Molded Products sells its complete offering to business customers.
  2. Prices
    • Prices listed do not include freight, handling fees, insurance, taxes, and/or duties, and are subject to correction or change without notice. Export orders may be subject to other special pricing. Buyer should contact Roboworld Molded Products for current pricing.
    • For product orders of 100 items or more, contact Seller for additional terms at info@roboworld.com.
    • Roboworld Molded Products reserves the right to accept or reject any order.
  3. Sales Tax
    • Buyer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Buyer shall indicate which products are being purchased as tax exempt. If any exemption certificate presented by Buyer is held to be invalid, then Buyer shall pay Seller the amount of the tax and any penalties and interest related thereto.
  4. Payment Terms
    • Web-based purchases require credit card payment prior to shipment. All payments must be made in U.S. dollars.
    • Buyer agrees to assume responsibility for, and Buyer hereby unconditionally guarantees payment of, as provided herein, all purchases made by Buyer, its subsidiaries and affiliates. Each of Buyer’s subsidiaries and affiliates purchasing from Seller are jointly and severally liable for purchases with Buyer, and Buyer is also acting as agent for such subsidiaries and affiliates.
  5. Security Interest
    • Buyer hereby grants to Seller a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Seller. Buyer agrees to file, and it permits and authorizes Seller to file, any financing statements or other appropriate documents with the appropriate governmental authorities to perfect the validity, priority, and enforceability of Seller’ lien or security interest.

C. FREIGHT POLICY

Prices stated are F.O.B. origin, freight prepaid to destination specified by Buyer. Shipping (and insurance if elected by Buyer) charges shall be applied at time of order. Receipts for shipping charges (and insurance) will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery (“Other Freight Services”), including without limitation, expedited delivery, air freight, freight collect, export orders, Buyer’s carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by Buyer.

Risk of loss shall pass to Buyer upon tender of shipment to the carrier. Title shall pass to Buyer upon tender of shipment to the carrier and payment in full of the Contract Price.

D. PRODUCT WARRANTY POLICY

  1. Satisfaction Guarantee.
    • Buyer should contact Seller if not satisfied with a Product for any reason. Seller will promptly provide an exchange or refund so long as the purchased Product is returned within 30 days of delivery, in its original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Seller does not take title to returned products until the item is received by Seller at the applicable return location. Product returns shall be subject to a 20% restocking fee. Buyer should email Seller for instructions on return at: info@roboworld.com.
  2. LIMITED WARRANTY, DISCLAIMER, AND LIMITATIONS OF LIABILITY

    SELLER WARRANTS SANTOPRENE® BUMPER PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE TO THE ORIGINAL BUYER FOR THE LIFETIME OF THE PRODUCT. ACCESSORY PRODUCTS INCLUDING PLASTIC OR GLASS SCREEN PROTECTORS, HANGERS AND CRADLE ADAPTERS ARE WARRANTED AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE TO THE ORIGINAL BUYER FOR A PERIOD OF 90-DAYS FROM DATE OF PURCHASE
    • PROVIDED THAT SELLER ACCEPTS THE PRODUCT FOR RETURN DURING THE WARRANTY PERIOD, SELLER MAY, AT ITS OPTION: REPLACE OR REFUND THE AMOUNT PAID BY BUYER. BUYER MAY BE REQUIRED TO RETURN THE PRODUCT TO SELLER AS DESIGNATED BY SELLER, SHIPPING COSTS PREPAID. REPLACEMENT OR REFUND OF AMOUNTS PAID BY BUYER FOR THE PRODUCT, SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY.
    • EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY SELLER. SELLER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. SELLER EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE BY LAW. SELLER’S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
    • THIS LIMIITED WARRANTY IS NOT TRANSFERRABLE.
  3. Warranty Product Return.
    • Before returning any product under warranty, Buyer shall: (i) email, write or call Seller; (ii) in the case of an internet order, contact Seller by logging on to to www.roboworld.com, clicking on the “Contact Us” link, then clicking on the “Email us” link and provide the date, the original invoice number, the stock number, and a description of the defect; or (iii) call Buyer Care at +1 513-720-6900, and provide the date of purchase, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
  4. Product Compliance and Suitability.
    • Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Seller does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Seller accept responsibility for construction, installation and/or use of a product. It is Buyer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
  5. Compatibility Information.
    • Product compatibility comparisons do not imply that products are perfectly suited to Buyer’s applications. COMPATIBILITY COMPARISONS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE GUARANTEES. Buyer shall review all compatibility comparisons prior to purchase and use to determine suitability of the product for Buyer’s intended use.

E. PRODUCT INFORMATION

  1. Website Information
    • Products listed and/or depicted on the Seller’s web site are for illustrative purposes only. Access to Seller’s website does not constitute the right to purchase products. Seller reserves the right to revise information and/or errors on its website. Despite Seller’s efforts, occasional pricing errors may occur. Seller reserves the right to cancel any and all orders resulting from such pricing errors, even if Buyer has received an order confirmation from Seller.

F. GENERAL TERMS

  1. Third-Party Payment Provider
    • If Buyer elects to use a third-party payment system provider (“Third-Party Provider”) and Seller is charged fees by the Third-Party Provider, Seller reserves the right to seek reimbursement from Buyer for any and all costs paid to the Third-Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose, from the Third- Party Provider.
  2. Intellectual Property
    • Buyer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs, proprietary information or any other intellectual property rights (“IP”) reserved by Roboworld Molded Products, or any IP owned by manufacturers and/or suppliers to Roboworld Molded Products. All materials contained in Roboworld Molded Products catalogs or on its web site are subject to the ownership rights of Roboworld Molded Products and its manufacturers and/or suppliers. Buyer shall have no right to copy or use any IP of Roboworld Molded Products or its manufacturers and/or suppliers without Roboworld Molded Products’ written permission.
  3. Relationship of Parties
    • Seller and Buyer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Buyer does not have the right to bind or otherwise obligate Seller in any manner, nor may Buyer represent to anyone that it has the right to do so.

II. ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF ROBOWORLD MOLDED PRODUCTS

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF ROBOWORLD MOLDED PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF ROBOWORLD MOLDED PRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN ROBOWORLD MOLDED PRODUCTS’ STANDARD TERMS AND CONDITIONS IN SECTION I AND THESE ADDITIONAL TERMS, SECTION II SHALL PREVAIL FOR EXPORT SALES OF ROBOWORLD MOLDED PRODUCTS.

  1. Order Acceptance
    • Buyer acknowledges that no order for export shall be deemed accepted unless and until it is verified and accepted by Seller. Buyer further consents that submission of its order shall subject Buyer to the personal jurisdiction of the state and federal courts of the U.S.
  2. Sales Tax and Duties, Import Fees
    • Seller is required to charge federal, state, and local tax, applicable duties, and fees on products, or for obtaining a valid exemption certificate from Buyer. Buyer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, duties, and expenses as may be applicable. When placing an order, Buyer shall indicate which products are being purchased as tax exempt.
    • Seller shall not be responsible for collecting or submitting VAT or a tax similar to a VAT in those countries that levy a VAT or a tax similar to a VAT. It is the sole responsibility of the Buyer to comply with all VAT tax payments as required by local jurisdiction.
  3. Payment and Credit Terms
    • Payment is due at the time of placing order, except for orders over $10,000, contact info@roboworld.comfor additional terms. Buyer agrees to inform Seller immediately if it intends to use any import or export financing or has or will be granting a lien or security interest on its inventory being purchased, to any third-party.
  4. Shipping Charges and Freight Policy
    • All Seller export orders are shipped under INCOTERMS® 2010 rules as defined by the International Chamber of Commerce. Unless otherwise stated and agreed, default shipping term is FCA Seller shipping location, excluding export customs clearance. Shipments are freight collect from any Seller facility. Buyer shall be responsible for obtaining insurance. At Seller’ option, this freight policy may be subject to additional terms and conditions for certain export orders. Title and risk of loss for products shall transfer at the delivery point as determined by the applicable INCOTERMS being utilized for the export sale.
  5. Export Controls and Related Regulations
    • Buyer represents and warrants that it is not designated on, or associated with, any party designated on any of the
      U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Buyer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
  6. Foreign Principal Party in Interest; Freight Forwarder and Documentation
    • It is specifically agreed that Buyer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Buyer’s agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and Buyer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At Seller’s request, Buyer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Buyer or its freight forwarder related to sales to Buyer by Seller.
  7. Anti-Corruption
    • Buyer is aware that Seller’s business practices prohibit bribery and corrupt behavior in any form. Buyer agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) and laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Buyer shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any public sector or government official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of the products ordered from Seller. Buyer shall not pay a gratuity, bribe or inducement to any public sector or government official, even if it appears customary or consistent with prevailing business practices.
  8. Country of Importation and Anti-diversion
    • Buyer represents that it is purchasing products from the U.S. and importing them to the country specified on the purchase document (receipt). Buyer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non- compliance with applicable U.S. laws and regulations relating to the product purchased by Buyer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by Seller, Buyer shall provide documentation satisfactory to Seller verifying delivery at the designated country, the identity of end users ordering products from Buyer and the terms and conditions upon which such end users request products to be supplied. Buyer further agrees to inform Seller at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but Seller shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless Seller expressly agrees to do so.
  9. Permits, Export, and Import Licenses.
    • Buyer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.

III. MISCELLANEOUS PROVISIONS FOR ALL SALES

  1. Force Majeure.
    • Seller shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Seller in the conduct of its business.
  2. Assignment.
    • Buyer shall not assign any order, or any interest therein, without the prior written consent of Seller. Any actual or attempted assignment without Seller’ prior written consent shall entitle Seller to cancel such order upon notice to Buyer.
  3. No Third-Party Benefit.
    • The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
  4. Waiver, Choice of Law and Venue.
    • . The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. These Terms and Conditions and all transactions hereunder shall be governed by the laws of the State of Ohio (USA), without regard to its conflict of law rules, and venue shall either be in the state courts in Butler County Ohio or, if not proper therein, then alternatively, the U.S. District Court for the Southern District of Ohio at Cincinnati.
  5. Severability.
    • If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
  6. Modification of Terms.
    • Seller’s acceptance of any order is subject to Buyer’s assent to all of the terms and conditions set forth herein. Buyer’s assent to these terms and conditions shall be presumed from Buyer’s receipt of Seller’s acknowledgment, or from Buyer’s acceptance of all or any part of the products ordered. No additions or modifications of Seller’s terms and conditions by Buyer shall be binding upon Seller, unless agreed to in writing by an authorized representative of Seller. If a purchase order or other correspondence submitted by Buyer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Seller’s acknowledgment, Seller’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Buyer and will not constitute a waiver by Seller of any of the terms and conditions contained herein or in Seller’s acknowledgment.
  7. Complete Agreement.
    • The terms and conditions in: (i) Seller’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; and (vii) extension of credit are incorporated herein by reference and constitute the entire and exclusive agreement between Buyer and Seller.
  8. Indemnification.
    • Buyer will defend, indemnify, and hold harmless Seller and its parent company, their respective subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees from and against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, fees (including import and export customs fees), or expense (including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers) (“Claims”) arising out of or occurring in connection with the negligence or willful misconduct of Buyer or its employees or agents, including but not limited to: (i) any misuse or modification of the Products by Buyer or its employees or agents, (ii) any act (or failure to act) by Buyer or its employees or agents in contravention of any safety procedures or instructions , or (iii) the failure to store, install, operate, or maintain the Products in accordance with the Instructions.
  9. Confidentiality.
    • All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Buyer lists, pricing, discounts or rebates, that Seller discloses to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with a negotiation or Contract is confidential, solely for the use of performing under a Contract between Buyer and Seller, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer will promptly return all documents and other materials received from Seller. Seller will be entitled to injunctive relief for any violation of this Section 9, without having to post bond or establish the insufficiency of a remedy at law. This Section 9 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non- confidential basis from a third-party.
  10. Complete Agreement.
    • These terms and conditions constitute the entire agreement between Buyer and Seller.

Trademark Information

The Roboworld® word mark is a registered Trademark, U.S. Registration No. 5,141,257 of Roboworld LLC.

The Robosuit® word mark is a registered Trademark, U.S. Registration No. 4,719,599 of Roboworld, LLC.

The Pendant Armor® word mark is a registered Trademark, U.S. Registration No. 5,102,309 of Roboworld Molded Products, LLC.

The Pendant Armor symbol mark is a registered Trademark, U.S. Registration No. 4,985,395 of Roboworld Molded Products, LLC.