Veo Robotics Inc.
FreeMove Standard Terms and Conditions of Sale
Veo Robotics Inc. (hereinafter “VeoBot”) Standard Terms and Conditions of Sale shall apply to the goods and services provided by Veobot unless otherwise agreed to in writing signed by an authorized representative of VeoBot. The following terms and conditions shall apply to any and all sales of goods and services by Veo Robotics Inc (“VeoBot”). Any suggested exceptions shall be submitted in writing and shall not be effective unless agreed to by Veobot in writing. Any attempt to substitute or add any additional or conflicting terms and conditions is hereby expressly rejected, and shall be of no force or effect. If there exists a conflict between these terms and conditions and a term or condition set forth in the body of the proposal of which this is a part, the term or condition in the body of the proposal will control.
Pricing and Payment Terms. Buyer shall purchase Systems, products and services based on the pricing and terms as outlined on the accompanying quote or sales order, Buyer shall pay VeoBot for the Products and Services by paying all invoiced amounts in U.S. dollars, without set-off, within thirty (30) days from the invoice date. Partial shipments and early deliveries are acceptable and may result in partial invoices. For each calendar month, or fraction thereof, that payment is late, Buyer shall pay a late payment charge computed at the rate of one and one-half percent (1.5%) per month on the overdue balance, or the maximum rate permitted by law, whichever is less. Veobot reserves the right to modify Payment Terms as a result of ongoing credit review.
Warranty. VEOBOT HEREBY WARRANTS TO THE ORIGINAL BUYER THAT THE PRODUCTS PROVIDED TO BUYER SHALL SUBSTANTIALLY CONFORM TO THE FUNCTIONAL SPECIFICATIONS CONTAINED IN THE CURRENT VEO DOCUMENTATION PROVIDED BY VEOBOT FOR A PERIOD OF TWELVE (12) MONTHS FROM THE ORIGINAL SHIPMENT DATE (“PRODUCT WARRANTY PERIOD”). BUYER’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE LIMITED WARRANTY DESCRIBED IN THIS SECTION, AND VEOBOT’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO THE OBLIGATION TO REPAIR OR AT VEOBOT’S OPTION, TO REPLACE WITHOUT CHARGE (EXCLUDING ADDITIONAL SHIPPING AND HANDLING CHARGES), ANY SUCH NONCONFORMITY, SUBJECT TO THE FOLLOWING: (i) VEOBOT IS PROMPTLY NOTIFIED IN WRITING UPON DISCOVERY OF SUCH NONCONFORMITY WITHIN THE PRODUCT WARRANTY PERIOD; (ii) THE ORIGINAL PARTS ARE RETURNED TO VEOBOT, TRANSPORTATION CHARGES PREPAID; AND (iii) VEOBOT ANALYSIS CONFIRMS TO ITS SATISFACTION THAT SUCH DEFECTS HAVE NOT BEEN CAUSED BY ABUSE AFTER DELIVERY TO THE ORIGINAL FREIGHT CARRIER. VEOBOT’S WARRANTIES DO NOT COVER DAMAGES DUE TO EXTERNAL CAUSES, SUCH AS ACCIDENT, ABUSE, MISUSE, BREACHES OF LICENSE RESTRICTIONS, IMPROPER SET-UP, INSTALLATION OR CONFIGURATION OF THE PRODUCTS, MODIFICATION OF THE PRODUCTS OTHER THAN BY VEOBOT, COMBINATION OF THE PRODUCTS WITH HARDWARE, SOFTWARE, SERVICES OR OTHER MATERIALS NOT PROVIDED BY VEOBOT, PROBLEMS WITH ELECTRICAL POWER, SERVICE NOT PERFORMED OR AUTHORIZED BY VEOBOT (INCLUDING INSTALLATION OR DE-INSTALLATION), USAGE NOT IN ACCORDANCE WITH VEO DOCUMENTATION, NORMAL WEAR AND TEAR, OR USE OF PARTS AND COMPONENTS NOT SUPPLIED OR INTENDED FOR USE WITH THE PRODUCTS OR SERVICES.
SETUP AND CONFIGURATION. VEOBOT SHIPS THE PRODUCT, WHICH REQUIRES SETUP AND CONFIGURATION TO BE COMPLETED ONLY BY TRAINED PERSONNEL BASED THE VEO DOCUMENTATION WITH KNOWLEDGE OF THE PROGRAMMING LANGUAGE, FUNCTIONAL SAFETY SYSTEM, POWER FORCE LIMITING, AND APPLICABLE INDUSTRY, STATE AND LOCAL STANDARDS, INCLUDING, BUT NOT LIMITED TO, ANSI/RIA 15.06-2012 AND ISO/TS 15066:2016. BUYER’S MODIFICATION OF THE PRODUCT WITHOUT TRAINING AND KNOWLEDGE IS CONSIDERED MISUSE OF THE PRODUCT.
Buyer acknowledges that the Products may only be used by personnel that have been trained by Veo or personnel authorized by Veo to provide such training.
VEOBOT SHALL HAVE NO LIABILITY TO BUYER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF OR AS A RESULT OF OPERATION OF THE PRODUCTS BY ANY PERSON WHO (I) HAS NOT BE DULY TRAINED OR (II) HAS NOT EXECUTED A USER ACCEPTANCE AGREEMENT. WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY STATED ELSEWHERE, VEOBOT HEREBY DISCLAIMS AND MAKES NO EXPRESS OR IMPLIED WARRANTY UNDER THESE TERMS WITH RESPECT TO ANY OF THE PRODUCTS, SOFTWARE, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY; (2) RELATING TO THIRD-PARTY PRODUCTS, SOFTWARE OR SERVICES; (3) RELATING TO THE PERFORMANCE OF THE PRODUCTS OR VEOBOT’S PERFORMANCE OF THE SERVICES; OR (4) REGARDING THE RESULTS TO BE OBTAINED FROM THE PRODUCTS, SOFTWARE, SERVICES OR THE RESULTS OF ANY RECOMMENDATION BY VEOBOT.
Regulatory Requirements. VeoBot is not responsible for determining whether any Product, or performance of Services, satisfies the local regulatory requirements of the country to which such Products, software, or Services are to be provided or sold, and VeoBot shall not be obligated to provide any Product or perform any Services where the resulting Products and/or Services do not satisfy the local regulatory requirements.
HIGH-RISK DISCLAIMER. The Products and Services are and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines or any other application in which the failure of the products, software or services could lead directly to death, personal injury or severe physical or property damage (collectively, “High-Risk Activities”). VeoBot expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
Limits of Use. FreeMove Unit cannot be used within twenty-five (25) meters of other FreeMove Units.
Services. VeoBot may provide Services to Buyer in accordance with one (1) or more “Service Agreements,” which augment and supersede the terms of these Terms with respect to such Services. Service Agreements are service contracts, including “Service Descriptions”, “Statements of Work,” and any other such mutually agreed upon documents. Each Service Agreement will be interpreted as a single agreement, independent of any other Service Agreement, so that all of the provisions are given as full effect as possible. In the absence of an executed Service Agreement, these Terms shall govern the provision of such Services in all respects. Notwithstanding the terms of any Service Agreements, VeoBot shall be responsible for providing Buyer with (a) all software updates developed by VeoBot for the FreeMove System basic tier technical support and maintenance for issues arising with any component of the FreeMove System for a period of twelve (12) months from the time such unit is shipped to the Buyer.
Proprietary Software Rights. USE AND OTHER OBLIGATIONS RELATING TO SOFTWARE PROVIDED BY VEOBOT TO BUYER, WHETHER INCORPORATED INTO A PRODUCT OR OTHERWISE, SHALL BE GOVERNED BY THE TERMS OF THE EULA ACCOMPANYING THE SYSTEM, WHICH MUST BE EXPLICITELY AWKNOWLEGDED BEFORE USE OF THE FREEMOVE SYSTEM, which can be accessed here. Buyer shall not use, copy, modify, create derivative works of, distribute, sell, assign, sublicense, lease, loan, rent, timeshare, provide access to or transfer to a third party the Licensed Programs, nor permit any third party to do any of the foregoing. Buyer may not (i) derive or attempt to derive the source code of all or any portion of the Licensed Programs provided to Customer in object code form, (ii) permit any third party to derive or attempt to derive such source code, or (iii) reverse engineer, decompile, disassemble or translate the Licensed Programs or the Hardware or any part thereof. The Licensed Programs may be used only as incorporated in the Hardware. VeoBot reserves the right to embed a software security mechanism in the Products solely to monitor and report usage of the license granted under this Agreement. Such security mechanism does not transmit technical or business data that Buyer processes with the Products.
Order Changes or Cancellations. Any Order may be changed or canceled by the Buyer but only upon prior written agreement with VeoBot as to the (a) VeoBot’s ability to accommodate the requested change; and (b) costs and expenses and other cancellation charges to be borne by Buyer. Orders cancelled or rescheduled within thirty (30) days of the scheduled shipping date set forth in the Order Form will be subject to a cancellation/rescheduling fee of twenty-five percent (25%) of the order amount specified in the Order Form, which Buyer agrees to pay within thirty (30) days after receipt of VeoBot’s invoice therefor. In the event that Buyer causes unreasonable delays or otherwise unreasonably hinders or interrupts VeoBot’s manufacture, shipment or delivery, VeoBot may terminate the Purchase Agreement.
Product Returns. Returns will only be considered for non-conforming goods and discrepancies between the Order Forms and the Products contained in the shipment. Customer will have five (5) days after receipt of Products to notify VeoBot in writing of any non-conforming goods discrepancies between the Order Form and the Products contained in the shipment, after which VeoBot will not be held responsible for incomplete orders or damaged Products. Before returning or exchanging a Product, Buyer must contact VeoBot directly to obtain an authorization number to include with Buyer’s return. This request should also contain the name, address and telephone number of the Buyer so that information may be submitted as required. If an approval for return is accepted, a Return Material Authorization form and number with shipping instructions will be forwarded to the Buyer. The Return Material Authorization number must be visible on the outside of the packaging. Buyer must return Products to VeoBot in their original or equivalent packaging, and Buyer is responsible for risk of loss, as well as shipping and handling fees. Additional fees, including up to a twenty-five percent (25%) restocking fee for Products in their original packaging will apply. If Buyer fails to follow the return or exchange instructions provided by VeoBot, VeoBot will not be responsible for any loss, damage, or modification of a Product, or processing of a Product for disposal or resale.
Shipping. Shipping and handling charges are not included in Product prices and all Goods shall be delivered F.O.B. a Veobot designated facility in the USA. Title to Products (except title to software, which remains with the applicable licensors) passes from VeoBot to Buyer upon shipment to Buyer. Loss or damage that occurs during shipping by a carrier selected by VeoBot is VeoBot’s responsibility. Loss or damage that occurs during shipping by a carrier selected by Buyer is Buyer’s responsibility. Shipping and delivery dates are provided as estimates only.
Security Interest and Collections. Buyer grants to VeoBot a security interest in any and all goods sold to Buyer by VeoBot to secure the purchase price of such goods until fully paid. Buyer agrees that acceptance of these terms and conditions constitutes a security agreement and hereby authorizes VeoBot to file and record such UCC Financing Statements and related documents with such persons and governmental offices as VeoBot deems appropriate, desirable, or necessary to perfect, effectuate, complete, preserve and/or continue its purchase money security interest. Buyer hereby grants VeoBot, its agents and employees, as Buyer’s agent with full power, authority and right to execute and file in the name and on behalf of Buyer such UCC Financing Statements. VeoBot reserves the right to assign to third-party financial institutions monies that are over ninety (90) days past due and are deemed non-collectable. Buyer will be responsible for VeoBot’s costs of collection for any payment default, including court costs, filing fees and attorneys' fees. In addition, if payments are not received as described above, VeoBot reserves the right to suspend further deliveries or performance of Services until payment is received.
Taxes and Duties. The price of Products and Services shall be exclusive of any applicable taxes including but not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes or duties (“Indirect Taxes”). In addition to the purchase price, Buyer shall pay or reimburse VeoBot for Indirect Taxes, property taxes and all other similar taxes, local fees or charges imposed by any federal, state, or local governmental entity for Products and/or Services provided under these Terms (collectively, “Billable Taxes”), unless Buyer has provided VeoBot with a direct pay permit or valid exemption certificate for the applicable jurisdiction. In the U.S. only, Buyer’s location where the Products and Services are delivered will be the location where Billable Taxes are assessed. Should Buyer be exempt from paying taxes described above, the Buyer shall supply VeoBot with a proper tax exemption certificate acceptable to the taxing authorities prior to shipments of Product or Services under an Order Form.
Compliance with Laws and Trade Controls and Anticorruption. Buyer will comply with any and all applicable laws and regulations applicable to the use, transportation, re-sale or export of the System. The terms “software” and “technology” used in this section are defined in the United States Export Administration Regulations (“EAR”). The parties acknowledge that certain software and/or technology provided under these Terms may be subject to the EAR, and that certain U.S. sanctions laws and regulations (collectively, with the EAR, “Trade Controls”) may also apply. Each party agrees that it will not export, reexport, transfer, retransfer, distribute, use, or otherwise transmit such software or technology provided by the other party under these Terms except in compliance with Trade Controls. Each party shall comply with the Foreign Corrupt Practices Act, as amended, and the rules and regulations thereunder. To the extent that any of the System cannot be performed or provided without violation of any law, regulation, or other control, then VeoBot shall not be obligated to provide the same and the Sales Order shall be amended accordingly. VeoBot prohibits these commodities, technology or software from being used for the development production, use or stockpiling of weapons of mass destruction (nuclear weapons, biological weapons, chemical weapons or missiles).
Patent and Copyright Indemnification. VeoBot will indemnify and defend Buyer against a claim that the goods supplied hereunder infringe a United States patent or United States copyright; provided, however, that the obligation to defend and indemnify shall not extend to claims based upon processes incorporating or products manufactured through the use of such goods. VeoBot will pay resulting costs, damages, and reasonable attorney's fees finally awarded as a result of such claim; provided that (1) Buyer notifies VeoBot in writing within fifteen (15) days of learning of the claim, (2) Buyer gives VeoBot such information and assistance, at VeoBot’s expense, as VeoBot may request for the defense, and (3) VeoBot is given the sole control of the defense and all related settlement negotiations. Buyer acknowledges that in no event shall VeoBot’s liability to Buyer under this Patent and Copyright Indemnity section exceed the amount paid by Buyer to VeoBot for any allegedly infringing goods. Aside from its obligation to defend and indemnify, VeoBot’s sole liability to Buyer in connection with a claimed infringement shall be, at its option and expense, either to procure for Buyer the right to continue using the goods or to replace the same so that they become non-infringing. If neither of the foregoing alternatives is reasonably available, Buyer agrees to return the goods on written request of VeoBot, and VeoBot shall refund Buyer's net book value of the goods and transportation costs thereof. Veobot has no liability for any infringement claim based upon combination, operation or use of any goods supplied hereunder with goods not supplied by VeoBot, or based upon alteration or modifications of any goods supplied hereunder. The foregoing states the entire obligation of VeoBot with respect to infringement of patents and copyrights. To the extent that the goods or any part thereof are supplied according to specifications and designs furnished by Buyer, Buyer agrees to indemnify VeoBot in the manner and to the extent set forth above insofar as the terms thereof are appropriate.
Limitation on Liability. VEOBOT WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS, SOFTWARE OR SERVICES PROVIDED HEREUNDER. VEOBOT WILL HAVE NO LIABILITY FOR THE FOLLOWING: (i) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (ii) BUSINESS INTERRUPTION OR DOWNTIME; OR (iii) PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE. VEOBOT’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY ORDER FORM (INCLUDING ANY PRODUCTS, SOFTWARE, OR SERVICES PROVIDED HEREUNDER) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH CLAIM(S). VEOBOTS shall have no liability to buyer or any third partY FOR DAMAGES OF ANY KIND ARISING OUT OF OR as a result of IMPROPER SET-UP, INSTALLATION OR CONFIGURATION OF the PRODUCTS, any use OR OPERATION of the products that is not in accordance with VEO documentation, OR OTHER MISUSE OF THE VEO SYSTEM. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR VEOBOT’S SALE OF PRODUCTS, SOFTWARE OR SERVICES TO BUYER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
Force Majeure. Except for payment obligations, neither party will be liable to the other for any failure to meet its obligations due to any cause beyond the non-performing party’s reasonable control, such as fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (“Force Majeure”). If a force majeure event causes a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing; provided, that, if the Force Majeure event lasts longer than sixty (60) days, then the other party may immediately terminate, in whole or in part, the applicable Order or Service Agreement by giving written notice to the delayed party. When performance is excused, VeoBot will allocate its services or its supplies of materials and products in any manner that is fair and reasonable. However, VeoBot will not be obligated to obtain services, materials or products from other sources or to allocate materials obtained by VeoBot from third parties for VeoBot’s internal use.
Governing Law. The validity, construction, interpretation, and performance of these Terms shall be construed according to the law of, and any dispute shall be decided in, the State of Massachusetts.
General Terms. These Terms are the entire agreement between Buyer and VeoBot with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between Buyer and VeoBot.
These Terms Accompany the Sales Order from VeoBot and are hereby agreed to upon issuance of a Purchase Order and acceptance of a Sales order for the FreeMove System or Components