Terms and Conditions
Products, materials, goods, repairs, or services (hereinafter collectively referred to as "goods") sold by MASTER Robotics LLC (hereinafter MASTER Robotics) are expressly subject to and conditioned upon the terms and conditions set forth below. Any different or additional terms set forth by Customer, whether in Customer’s purchase order or another communication, are expressly objected to and will not be binding on MASTER Robotics unless agreed to in writing by an authorized officer of MASTER Robotics.
Sales and payment terms: Terms are net 30 days. Past due accounts will be subject to the maximum legal rate of interest or 1.5% per month, whichever is less. If a delinquent account is sent to collections, Customer is responsible for all collection and attorney fees. All payments are to be made in US dollars. If a Customer’s account becomes past due, MASTER Robotics may ship products on a COD or COD-plus basis or may refuse shipments until the account is paid in full.
Acceptable forms of payment: All remittances must be in a single payment in the full amount of the invoice (adjusted for any debit memos) and must be in accordance with
the following requirements:
• Wire or electronic fund transfer (referencing invoice number) and Customer must be the originator of wire.
• Customer company check (drawn on company account with company name).
• Irrevocable letter of credit (referencing invoice number).
Third-party checks, bank checks, and foreign drafts will be accepted only if approved in advance in writing by the CFO of MASTER Robotics and must have accompanying documentation that references invoices being paid.
Prices: Products and services will be invoiced at prices in effect as of date of shipment (invoice date). Prices are not necessarily valid for other current and future sales. Any and all invoice errors must be disputed within 15 days of invoice date and are subject to correction by MASTER Robotics. Prices exclude any present or future federal, state, provincial, local, or other governmental taxes, duties, and tariffs applicable to the sale, transportation, or use of products purchased, all of which taxes, duties, and tariffs shall be paid by Customer. International sales are subject to applicable transportation and import duties, licenses, and fees, or as agreed to by the purchase order. All prices are FOB shipping point.
Change in buyer's financial condition: MASTER Robotics reserves the right to cancel an order or require full or partial payment if (1) solvency of Customer is in question, (2) Customer files for bankruptcy; (3) there is an appointment of trustee or receiver for Customer, or (4) execution of Customer by creditors. MASTER Robotics also reserves the right to cancel Customer’s credit at any time.
Delivery, title, and risk of loss: All shipments will be FOB shipping point, and title and risk of loss will pass to Customer when accepted for shipment by the freight company. On-time shipment is dependent upon Customer promptly supplying all necessary documentation. MASTER Robotics will ship via its preferred carrier. MASTER Robotics reserves the right to make partial shipments unless specifically stated otherwise on Customer’s purchase order. Freight charges are prepaid by MASTER Robotics and will be invoiced to Customer. Customer must promptly file claims for damaged items with the freight carrier. MASTER Robotics will determine the point of shipment. Products may ship from multiple locations.
Shortages: Customer must notify MASTER Robotics Customer Service of shortages within 7 business days. All claims for shortages shall be waived and released after 7 business days of receipt. At MASTER Robotics’ option, shipment will be fulfilled, or a credit will be mailed to Customer within 30 days of claim receipt.
Returns: Products returned under warranty must be properly packed and shipped to MASTER Robotics-specified locations. Shipping containers must be clearly marked per MASTER Robotics’ instruction and shipped freight prepaid by the customer.
Limited warranty: Unless otherwise noted, MASTER Robotics warrants its repairs and equipment to be free from defects in workmanship and material for a period of one (1) year from date of delivery. MASTER Robotics’ sole obligation for any breach of warranty shall be to remedy any non conformance. In the event there is a breach of warranty, MASTER Robotics will, at its sole discretion, repair, correct or replace any defect to conform to this warranty or refund the payments received from Customer. MASTER Robotics shall only warrant those repairs and/or services performed directly by it or its authorized representatives. Any warranty service (consisting of time, travel and expenses related to such services) performed at other than MASTER Robotics’ facilities or that of a MASTER Robotics authorized representative will be at Customer’s expense. MASTER Robotics warrants that Products comprised of services, including engineering and custom application programming services, whether provided on a fixed cost or time and material basis, will be performed in accordance with generally accepted industry practices to the extent such services are subject to written acceptance criteria agreed to in advance by MASTER Robotics. All other warranties relative to provided services are disclaimed. MASTER Robotics shall only warrant those repairs and/or services performed directly by it or its authorized representatives. Warranty and/or service will not be provided for any items which have past due invoices.
Notice of Defects: Promptly following receipt of goods or rendering of services, Customer shall inspect the same. Any claim for shortage must be made within five (5) days following the receipt of goods and prior to use or installation of the goods. All other claims, including claims for defects not discoverable until use of the goods, must be made in writing within ten (10) days after Customer first learns of the defect. All claims not made in conformity with the above provisions shall be deemed waived.
Order Cancellation: An order may be cancelled by the customer prior to shipment only by written notice and upon payment to MASTER Robotics of reasonable cancellation charges, including reimbursement for all direct costs, plus allowances for disruption.
Limit of Liability: MASTER ROBOTICS SOLE AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE TO REPAIR OR REPLACE GOODS OR PARTS THEREOF FOUND TO BE DEFECTIVE WITHIN THE WARRANTY PERIOD. IN NO EVENT SHALL MASTER ROBOTICS BE LIABLE TO CUSTOMER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF SUBSTITUTE GOODS, DOWNTIME COSTS, OR OTHER DAMAGES TO PURCHASER OR ITS CUSTOMERS.
Limitations on Warranties: The warranties offered by MASTER Robotics shall not apply if any of the following occur: (1) the goods are used for any reason or purpose other than their intended purpose; (2) the goods are not utilized under the conditions or in the manner recommended by MASTER Robotics, the manufacturers specifications or other
instructions; (3) the goods have been misused, abused or improperly used in any manner, or unauthorized repairs are attempted; (4) the alleged defects have been caused by neglect; improper installation, operation, maintenance, repair, storage, handling, calibration, alteration or modification; accident, or unusual deterioration or degradation of the
goods or parts thereof due to physical environment or electrical or electromagnetic noise environment; or (5) prompt written notice is not provided in accordance with the provisions set forth above. Any alleged defective goods must be returned to the location designated by MASTER Robotics. Transportation costs associated with the return of the goods shall be prepaid by Customer and any risk of loss during the transportation of the goods shall be borne by Customer. Any goods repaired or replaced by MASTER Robotics pursuant to the terms of this warranty agreement shall only be warranted for the remainder of the original warranty period provided. At its sole discretion; MASTER Robotics may extend the warranty period by the length of time necessary for repair or replacement of any defective goods. MASTER Robotics makes no other warranties, covenants, or representatives, either express or implied, beyond those set forth herein. THERE IS NO WARRANTY OF MERCHANTABILITY AND THERE ARE NO WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE.
Excusable Delay: MASTER Robotics will not be liable for delays in performance or a failure to perform hereunder due to unforeseen interruptive circumstances or causes beyond its control including, but not limited to, inability to obtain material, labor or manufacturing facilities, acts of God, acts of any government, wars, riots, acts of terrorism, fires, floods, accidents, strikes, embargoes, or delays of the part by MASTER Robotics’ suppliers for said reasons. In the event of such delays, the schedules shall be extended day-for-day or for such additional period of time as is determined to be equitable by the parties.
Export Control: Products and associated materials supplied under this agreement may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations.
Substitutions and Modifications: MASTER Robotics reserves the right at any time before delivery or acceptance of Customers purchase order, whichever is later, to modify, replace or substitute parts procured from its suppliers, provided that such modification, replacement or substitution does not adversely affect the operational requirements or performance or maintenance of the particular part or repair to be delivered and will not result in additional charges to Customer.
Severability: If any language herein shall be invalidated for any reason, that language shall be considered deleted and the remainder shall be unaffected and shall continue in full force and effect. Choice of Law and Jurisdiction: The terms and conditions shall be construed according to the law of, and any dispute shall be decided in, the State of Michigan.
Availability: ALL offers of inventory are on a first come first served basis. MASTER Robotics is unable to reserve inventory without a purchase order (PO and deposit is required on all robot purchases).