General Terms and Conditions of Sale

Robot Industries

1. Scope and definitions

These Terms and Conditions apply to the sale and supply of products, equipment, components, software and services supplied under the Robot Industries brand, through the website, by commercial quotation or through other sales channels.

The Seller is the Robot Industries company identified in the commercial quotation, order confirmation, invoice or other documents relating to the transaction.

Professional Customer means any natural or legal person purchasing products or services for purposes related to its trade, business, industrial, craft or professional activity and who, in the relevant transaction, does not have the legal status of a consumer.

Consumer means a natural person acting for purposes outside their trade, business, industrial, craft or professional activity.

For Consumers, mandatory consumer-protection rules applicable to the transaction prevail over any conflicting provision of these Terms and Conditions.

Specific terms stated in a quotation, order, technical specification or other contractual document accepted by the parties prevail over these general terms in case of conflict.

2. Quotations, orders and formation of the contract

Information and products presented on the website do not automatically constitute an irrevocable contractual offer.

The contract is concluded when the order is confirmed by Robot Industries. Confirmation may be sent by email, through the online portal, by an order confirmation document or by another electronic method used in the commercial relationship.

For online orders, the customer accepts these Terms and Conditions before completing the order.

For sales based on a commercial quotation, submission of a Purchase Order, acceptance by email, payment, or any other action clearly demonstrating acceptance of the quotation constitutes acceptance of the commercial terms applicable to the transaction.

Any later change to the order, specifications or project scope must be agreed by the parties and may result in changes to price, delivery time or other conditions.

3. Product and solution specifications

Binding specifications are those stated in the accepted quotation, technical documentation or order confirmation.

Images, marketing materials, demonstrations, indicative values and application examples are for information only unless expressly included in the contractual specifications.

Performance values such as cycle time, productivity, autonomy, availability or other performance indicators are guaranteed only where expressly defined as contractual acceptance criteria.

For integrated solutions, Robot Industries may use technically equivalent components provided this does not materially reduce the agreed functionality or performance.

4. Prices and payment

Price, currency, taxes, advance payment and payment terms are those stated in the quotation, order or invoice relating to the transaction.

Transport, installation, commissioning, integration, training, travel and other services are included in the price only where expressly stated in the quotation, order confirmation or another commercial document issued or accepted by Robot Industries.

Customs duties, import taxes, local taxes, bank charges and similar costs are borne in accordance with the agreed delivery terms and applicable law.

In case of late payment, Robot Industries may suspend delivery, installation or services until payment is made, without such suspension constituting a delay attributable to Robot Industries.

For Professional Customers, cancellation of a firm order is possible only with Robot Industries' agreement. Costs already incurred, specially ordered products, work already performed and non-recoverable costs may be charged to the customer.

To the extent permitted by applicable law, title to the products remains with the Seller until full payment has been received.

5. Delivery, transport and import

Delivery times are estimates unless the quotation expressly states that a particular date or period is binding.

Where an Incoterm is stated in the commercial documents, Incoterms® 2020 apply unless otherwise specified.

Risk transfers in accordance with the agreed delivery term. Mandatory rules apply for Consumers.

Unless expressly included in Robot Industries' scope, the customer is responsible for import formalities, local permits, customs duties and other obligations legally assigned to the importer or user.

6. Inspection and receipt of products

Equipment supplied by Robot Industries is subject to checks and, where applicable, functional testing before shipment in accordance with the applicable internal procedures.

The customer must inspect the products upon their receipt and report, without unjustified delay, any transport damage, shortages or obvious non-conformities.

For Professional Customers, obvious non-conformities must, to the extent permitted by law and unless another period has been agreed, be reported within no more than 5 business days from receipt.

Defects that could not reasonably have been identified at receipt must be reported within a reasonable time after discovery.

Subsequent acceptance of a product for diagnosis, inspection or repair does not in itself constitute an acknowledgement that the product was defective or non-operational at the time of delivery.

7. Installation and integration

Robot Industries' obligations regarding installation, integration, programming, commissioning, training or other services are limited to the scope stated in the accepted quotation and technical specification.

Unless otherwise stated in the quotation, the customer is responsible for site readiness and for providing the conditions required for installation and testing, including where applicable:

• suitable electrical power and utilities;
• network, connectivity and IT infrastructure;
• suitable floors, access routes and working areas;
• required third-party equipment and interfaces;
• materials and products required for testing;
• designated personnel for cooperation and training;
• site safety and access conditions;
• permits and approvals falling under the customer's responsibility.

Delays caused by an unprepared site, lack of access, unavailability of the customer's equipment or personnel, or other causes under the customer's control result in a corresponding extension of deadlines.

Reasonable additional costs caused by waiting time, rescheduling, additional travel or activities outside the agreed scope may be charged after the customer has been informed.

Robot Industries is not responsible for malfunction caused by equipment, software, infrastructure, materials or services supplied by the customer or third parties and outside Robot Industries' contractual scope.

8. Testing and acceptance of integrated projects

Where the quotation or project documentation provides for acceptance testing, this may include:

• FAT (Factory Acceptance Test) – an acceptance test performed before delivery, usually at the manufacturing or integration location;
• SAT (Site Acceptance Test) – an acceptance test performed at the customer's site after installation and commissioning.

The acceptance criteria, conditions and procedure are those stated in the quotation and/or project-specific documentation.

Minor deficiencies that do not prevent use of the solution for its main agreed purpose do not prevent acceptance and will be remedied within a reasonable period.

For Professional Customers, if the system is used in production, signed as received, or the customer does not submit technically substantiated objections within 10 business days after notice that testing has been completed, the solution may be deemed accepted, except for latent defects or where another acceptance procedure has been agreed.

9. Use and safety of equipment

The customer must use the equipment in accordance with the applicable documentation, instructions and technical limits and must not disable or modify safety systems.

The customer is responsible for operator training, work organisation and compliance with site safety requirements, except for elements expressly included in Robot Industries' scope of supply.

10. Warranty

The warranty period is the period stated for the relevant product or solution in the commercial quotation, product documentation or order confirmation.

Unless otherwise specified, the warranty begins on the delivery date. For integrated projects, another starting date may be stated in the quotation.

Depending on the nature of the issue, Robot Industries may provide remote diagnosis and support, software adjustments, supply or replacement of components, repair at a designated service centre or other reasonable remedies.

Robot Industries may require remote diagnosis before the product is returned for service.

For Professional Customers, repair or replacement of a component does not start a new full warranty period unless expressly agreed otherwise. The remaining period of the original warranty continues to apply, subject to mandatory law.

11. Product returns, warranty and service

Products may be returned for service, warranty, replacement or commercial return only after prior confirmation by Robot Industries. The customer must contact Robot Industries before shipment and follow the return instructions provided.

Acceptance of a returned product for inspection or service does not in itself constitute acknowledgement of a defect, applicability of the warranty or an obligation of Robot Industries to bear transportation costs.

For Professional Customers, transportation costs to and from the service centre remain the responsibility of the customer unless Robot Industries expressly confirms otherwise in writing.

The designated service centre means the location communicated in writing by Robot Industries for the relevant product. Depending on the product, Seller and region, this may be the Robot Industries technical facility in Brașov, another Robot Industries entity or an authorised service centre designated by Robot Industries.

For Professional Customers, unless otherwise agreed in writing, packaging, handling, insurance, customs formalities and other logistics costs associated with transportation for service are borne by the customer.

Robot Industries may arrange transportation on behalf of the customer without this meaning that Robot Industries assumes the cost, unless expressly confirmed otherwise.

For Consumers, return procedures and allocation of costs apply only to the extent that they do not limit mandatory rights granted by applicable law.

12. Warranty exclusions

Warranty does not cover defects or damage caused by:

• improper use or use contrary to instructions;
• use outside specified technical parameters;
• accidents, impacts, collisions or external damage;
• unauthorised intervention, modification or repair;
• unsuitable electrical supply, network or infrastructure;
• unsuitable environmental conditions;
• failure to perform recommended maintenance;
• consumables and normal wear;
• third-party equipment or components outside Robot Industries' scope;
• software, configurations or modifications performed by unauthorised persons.

If diagnosis shows that the issue is not covered by warranty, Robot Industries may issue a quotation for repair, parts, labour and other necessary costs.

13. Software, connectivity and intellectual property

Intellectual property rights relating to software, programs, documentation, designs, drawings, libraries, know-how and technologies existing before the project remain with Robot Industries or their respective owners.

The customer receives the right of use required to operate the purchased product or solution in accordance with the applicable terms.

Intellectual property rights relating to custom developments are transferred only if expressly stated in a contractual document.

Products and solutions may include third-party software, licences, cloud services or components which may be subject to the terms of their respective owners.

Unless expressly included in the quotation, the customer is responsible for internet connectivity, IT infrastructure, accounts, firewall and other local conditions required for connected services.

14. Liability

For Professional Customers and to the maximum extent permitted by law, Robot Industries is liable for proven direct losses resulting from failure to perform its contractual obligations.

To the extent permitted by law, Robot Industries is not liable for indirect or consequential losses, including loss of profit, production loss, loss of contracts, loss of data or costs resulting solely from temporary unavailability of the equipment.

For Professional Customers, Robot Industries' total liability arising from a specific transaction is limited, to the extent permitted by law, to the net amount paid for the product or service giving rise to the claim.

These limitations do not apply where liability cannot legally be limited.

15. Force majeure and events beyond reasonable control

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, conflicts, epidemics, general strikes, major transport or energy disruption, widespread cyber incidents, embargoes, sanctions, export restrictions, customs delays or severe supply-chain disruptions.

Affected deadlines are extended accordingly for the duration and effect of the relevant event.

16. International trade, export and sanctions

The parties must comply with applicable laws concerning export, import, economic sanctions and use of the products.

Robot Industries may suspend or refuse delivery where performance would violate, or create a reasonable risk of violating, sanctions, export restrictions, embargoes or other applicable legal obligations.

The customer must not use, transfer or resell products for prohibited purposes or to prohibited destinations under applicable law.

17. Consumers

Consumers benefit from all mandatory rights regarding conformity, legal guarantee and remedies under applicable law, and these rights are not limited by these Terms and Conditions.

For distance contracts, the right of withdrawal applies in the cases, periods and conditions provided by applicable law, including statutory exceptions for certain products or services, such as goods made to the customer's specifications or clearly personalised.

18. Governing law and dispute resolution

For Professional Customers, unless the quotation or another written agreement provides otherwise, the contract is governed by the law of the state in which the Robot Industries company acting as Seller has its registered office.

For transactions with Professional Customers, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent it would otherwise apply, unless the parties expressly agree otherwise.

For Professional Customers, disputes are subject to the competent courts at the Seller's registered office, to the extent permitted by applicable law and unless the parties agree otherwise.

For Consumers, mandatory rules concerning applicable law and jurisdiction apply.

19. Language and final provisions

These Terms and Conditions may be published in several languages. For Professional Customers, the English version prevails in case of any inconsistency between translations, unless expressly agreed otherwise.

If any provision is declared invalid or unenforceable, the remaining provisions remain effective to the extent permitted by law.

The terms applicable to a transaction are those in force when the contract is concluded, together with any specific conditions agreed in the commercial documents.