INTEGRATOR OF NEW AND USED ROBOTS FOR INDUSTRIAL AUTOMATION

RobotWorx * 370 W. Fairground St. * Marion, OH 43302
740-251-4312 * Fax 740-383-3939

WARRANTY
(Effective Date: 01/01/2010)

Limited Warranty Coverage:

Subject to the limitations provided below, robotic arms and controllers are warranted against defects in materials and workmanship, under normal use, from the date of shipment through the period identified in the purchase quote. If warranty period is not specified then the deliverable is "as is" and no warranty is provided.

Where a warranty is provided, RobotWorx' liability for such warranty is limited to:

100% of the parts necessary to repair the covered defect. Technical support by telephone, e-mail, fax or other means of correspondence during the warranty period for issues covered by warranty is provided at no charge for covered defects.

If travel to a location (other than RobotWorx facility) is required to address an issue determined to be covered by warranty, parts will be covered but all labor and travel expenses will be billed. Travel will be billed at expenses plus $115.00 per hour for work time and $65.00 per hour travel. Determination of warranty coverage is the responsibility of RobotWorx and cannot be assigned or delegated to any other party.

The following are specifically not covered by warranty: (1) failure due to abuse and neglect and/or improper operating environment (including, but not limited to, improper power supply, temperature, humidity, and environmental conditions); (2) down time and related costs due to failure; (3) items such as batteries, teach pendants, touch screens, HMI/Panel Views, and consumables; and (4) software.

RobotWorx shall have sole authority to determine type and means of repair in the event of a warranty claim. RobotWorx shall have the right to require the return of the defective material to RobotWorx, transportation prepaid, to establish the claim. RobotWorx shall in no event be held liable for repairs or alterations made without RobotWorx' written consent or approval. RobotWorx shall not be held responsible for repairs made by others. If unauthorized service is performed, the warranty provided herein shall be void. This warranty is void if the equipment is altered, improperly operated, improperly maintained or payments are not made according to the agreement.

Any additional software requirements, options, or re-licensing of operating software is the responsibility of the end user. RobotWorx does not warrant or guarantee the performance or functionality of any software, or that Customer is acquiring the legal right to use any software embedded within, or provided in connection with, reconditioned robots. Any software provided to customer is provided "as is" without warranty of any kind, either express or implied, and RobotWorx specifically disclaims any warranty of merchantability, fitness for a particular purpose, satisfactory quality, lack of viruses, title, quiet enjoyment, and/or non-infringement with respect to any software. Customer acknowledges and agrees that use of any software provided to customer is at customer's own risk, and may require the purchase of license, support or other rights from the manufacturer. RobotWorx shall have no liability for payment of any such amounts, or otherwise arising from the use of the software by customer. Customer agrees to indemnify and defend RobotWorx from and against any liability arising from customer's use of software in connection with products sold to customer hereunder.

Except for the warranties expressly provided herein, all other guarantees, warranties, conditions or representations, either expressed or implied, whether arising under statute, common law, and commercial usage or otherwise, including implied warranties of merchantability and fitness for a particular purpose, are excluded and hereby specifically disclaimed. RobotWorx has made no express warranties except as provided herein, and no oral or written information or advice given by RobotWorx its agents or employees shall create a warranty of any kind or in any way increase the scope of the limited warranty provided herein.

Under no circumstances whatsoever shall RobotWorx be liable to any person, firm, corporation or other entity for any special, punitive, indirect, or consequential damages, whether for breach of contract, negligence, misrepresentation, or otherwise, and whether resulting in lost profits, loss of interest in money borrowed or invested, impairment of goods, business interruption, work stoppage, or otherwise, in any way arising out of any transaction to which these standard terms apply. RobotWorx' maximum liability for any claim arising hereunder or relating to the products sold to customer hereunder (whether for breach of warranty or otherwise) shall be limited to the obligation to repair the non-conforming product.

Customer agrees that this sale is completely made in the State of Ohio in that the laws of the State of Ohio shall apply concerning any controversy or claim regarding the equipment. Customer agrees to indemnify and hold harmless RobotWorx from all claims, damages, liabilities, attorney's fees, and expenses arising from the ownership or use of the equipment.

CONDITIONS OF SALES AGREEMENT / INVOICE

Payment Terms: Our terms are Net 30 days from the date of invoice unless otherwise written on the front page hereof. A service charge equal to the lower of 2% per month (24% per annum) or the maximum amount allowed by law will be charged on overdue accounts.

Balance Due/Security Interest: Customer grants RobotWorx a purchase money security interest in all equipment that is shipped with a balance still due.  Customer hereby authorizes RobotWorx to file a UCC Financing Statement on such equipment.

Service / Parts: Prior to any on-site service calls and/or spare part orders, warranty related or not, all outstanding balances must be paid in full. A purchase order must be issued to cover all travel, expenses and related costs prior to on-site service.  A purchase order is also required for any long term on-site service on a time and material basis, and the following additional terms shall apply:

1. Customer will be invoiced on a weekly basis.
2. Estimated weekly charges must be prepaid before visit.
3. Customer may pay into an escrow, wire transfer or use a credit card.
4. Actual weekly charges may vary because of expenses and actual hours worked.

Part Terms: Any parts (replacement, spares, consumables, etc.) ordered from RobotWorx are to be paid in full prior to shipping. Payments via credit card or wire transfer are acceptable.

Order Discrepancies and Non-Conformities: All discrepancies and non-conformities must be reported to Seller, in writing, within 7 days of receiving the shipment. RobotWorx will not be responsible for any discrepancies or non-conformities unless reported within this period of time.

Grant of Security: Customer hereby grants a purchase money security interest in all goods sold to the Customer by RobotWorx, including without limitation, all products and items listed herein, and proceeds thereof, to secure any and all debt and other obligations owing to RobotWorx by Customer, including without limitation of the foregoing, the payment of the purchase price for the products and items listed herein and interest thereon, and all other costs and expenses owing now or hereafter to RobotWorx pursuant to this Agreement/Invoice. A carbon, photographic, or other reproduction of this Agreement/Invoice shall be sufficient as a financing statement under the Uniform Commercial Code (U.C.C.) and may be filed by Seller in any filing office, or a UCC-1 financing statement form may be filed with the appropriate governmental office(s). Seller shall have all remedies of a Secured Creditor pursuant to the U.C.C. and/or applicable law of the State of Ohio, and no goods provided by RobotWorx shall constitute an accession, notwithstanding attachment to Customer's equipment.

Guarantee: RobotWorx guarantees 100% satisfaction before shipment, subject to RobotWorx's limited warranty after shipment. At the completion of system assembly, the customer is invited to RobotWorx to inspect and approve the overall condition of the system prior to shipment. If the system does not meet the satisfaction of the customer, RobotWorx will work towards rectifying any issues until the customer's reasonable satisfaction is met and approval is granted or, alternatively, RobotWorx may terminate this Agreement/Invoice without any obligation or liability. If the customer cannot be present at RobotWorx at the time of inspection to issue approval then any remaining balance due on the system must be paid in full prior to shipment.

Cancellation Charges:

1. If Customer indicates that it will refuse to accept delivery, wrongfully fails to accept delivery, wrongfully revokes acceptance of products ordered, or cancels order after work begins, Customer shall incur cancellation charges as invoiced by RobotWorx in an amount equal to:

1.      A restocking charge of twenty five percent (25%) of the quoted price on all items.

2.      RobotWorx' full cost for all material, equipment and RobotWorx's labor charges at standard rates for design, engineering, assembly and/or manufacturing expended on Customer's order.

3.      RobotWorx' full cost of purchased services or products from third party vendors (including cancellation charges therefore) regarding Customer's order; and

4.      An additional amount equal to twenty five percent (25%) of the sums determined under subparagraphs 2 and 3 above as liquidated damages for Customer's breach to cover Seller's reasonable loss arising therefrom.  Customer and RobotWorx agree that such liquidated damages are not intended to be, and in no event shall be construed to be, a penalty, but are intended instead as a reasonable estimate of the actual damages suffered by RobotWorx (the amount of which damages are difficult to ascertain) and agreed to by Customer as a reasonable estimate of such actual damages.

2. In the event Customer causes unreasonable delays or otherwise unreasonably hampers or interrupts RobotWorx' manufacture, shipment or installation of products, RobotWorx may terminate the sales contract and Customer shall be liable to pay RobotWorx the applicable cancellation charges set forth above.

Applicable Law: This Agreement/Invoice shall be construed and governed according to the laws of the State of Ohio, without regard to conflict of law principles.

Events of Default: Time is of the essence with respect to Customer's obligations under this Agreement/Invoice and Customer shall be in default under this Agreement/Invoice upon the happening of any of the following events or conditions:

1. Default in payment when due or performance of any obligation, covenant, or liability contained or referred to herein:
2. Loss, theft, substantial damage, destruction, sale or encumbrance to or of any of the goods referred to herein or the making of any levy, seizure or attachment thereof or thereon, to the extent that such goods are in Customer's possession and remain subject to RobotWorx's security interest;
3. Death, dissolution, termination of existence, insolvency, appointment of receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Customer or any guarantor or surety for Customer with respect to Customer's obligations to RobotWorx;
4. If Purchaser removes any part of the goods from the place where it was agreed to be shipped so long as such goods remain subject to RobotWorx's security interest; and
5. Any warranty, representation or statement made or furnished to RobotWorx by or on behalf of Customer proves to have been false in any material aspect when made or furnished.

Enforcement: At any time after the happening of any event of default or other event by which the security hereby constituted becomes enforceable (including but not limited to Customer's failure to pay amounts owed to RobotWorx when due), RobotWorx shall have the following rights and powers, which rights and powers, each, any or all of which may be exercised at the option of RobotWorx:

1. To declare and accelerate all or any of the obligations immediately due and payable and to enforce such payment;
2. To take possession of all or any of the goods in which RobotWorx has a security interest, and to remove all or any part of such goods from any premises whatsoever and wheresoever the goods may be located.

Force Majeure: RobotWorx shall not be liable for any loss or damage of any kind or nature whatsoever, whether direct, indirect or consequential, suffered by any person as a result of war, invasion, insurrection, riot, the order of any civil authority, changes in laws, breakdowns, strikes, lockouts, labor disputes, accidents, fire, delays in transportation or delivery of goods, or any cause or causes, whether or not similar to any of the foregoing, beyond Seller's reasonable control, or any delay resulting therefrom. The date for performance or delivery shall be extended for the period of the delay caused by any of the foregoing.

General:

1. No waiver by RobotWorx of any default shall operate as a waiver of any other default or of the same default on a future occasion. All rights of RobotWorxhereunder shall inure to the benefit of its successors and assigns, and all obligations of Customer shall bind its successors or assigns. If there is more than one Customer, their obligations hereunder shall be joint and several. This contract shall become effective when it is signed by Customer (including by facsimile or other electronic transmission) or alternatively when the goods/products have been received by the Customer, whichever is earlier.
2. The terms and conditions set forth herein constitute the entire terms and conditions of the transactions set forth herein, except to the extent modified by those set forth in the Technical Guide, and supersede all prior discussions, negotiations and writings related to the subject matter hereof, all of which are integrated herein. These terms and conditions can be modified, amended or waived only in a written agreement executed by RobotWorx and Customer.
3. In the event of any breach or default by Customer, RobotWorx shall have the right to recover its reasonable attorney's fees and other expenses arising from or relating to the enforcement of its rights and remedies hereunder.  In the event of any dispute arising from or relating to this Agreement, the parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in Columbus, Ohio for the resolution of such dispute.