Terms & Conditions
1. Definitions
- “Assistance” means any installation, support, or other ancillary work or services which the Company has agreed to supply to you in connection with the Goods.
- “Company” means REBOTNIX GmbH.
- “Contract” means this agreement between you and the Company to supply the Goods subject to the terms and conditions set out in this agreement.
- “Goods” means all products and equipment to be supplied under the Contract.
- “Group Company” means any company which is a subsidiary of REBOTNIX.
- “You/Your” means you, the purchaser of the Goods under the Contract.
In these terms:
2. Basis of Supply
2.1 The Company shall supply and you shall purchase the Goods in accordance with an order placed by you which is accepted by the Company. By placing an order for the Goods, you shall be deemed to have accepted these conditions to the exclusion of any other terms and conditions set out or referred to in any other document or other communication used by either party in concluding the Contract.
2.2 By placing your order, you acknowledge that you place no reliance on any statement which has been made or may be made concerning the order other than one made by the Company in writing.
2.3 The customer is responsible for the acceptance and inspection of the systems within 14 days of delivery. Any defects must be reported in writing no later than 60 days after delivery.
2.4 If the delivered system is not inspected within the 14-day inspection period, it will be presumed that the delivered system was free of any apparent defects at the time of delivery.
2.5 After a period of six (6) months from the date of delivery, the responsibility for proving the existence of any defects or functional issues with the delivered system shall transfer to the customer, unless such defects were reported in writing within the initial 14-day inspection period. This does not affect mandatory legal provisions regarding burden of proof, where applicable.
2.6 By returning the signed order confirmation or otherwise agreeing to the order in writing, the customer confirms that they have reviewed, understood, and accepted these Terms & Conditions, including the General Terms of Sale. The signed confirmation constitutes acknowledgment and acceptance of these Terms as binding.
3. Price and Payment
3.1 All prices are stated exclusive of any sales, use or VAT tax, delivery costs, and other levies, taxes, or duties which may apply.
You are responsible for assuring that the product can be lawfully imported to the destination country. All prices are exclusive of sales, use, or value-added tax, delivery charges, and any other duties, taxes, or customs duties that may apply. If the product indicates free-shipping, the export costs and shipping costs will be covered, but not all import costs. You are the importer of record and must comply with all laws and regulations of the destination country.
3.2 Minimum Order Value is Twenty Dollars (20.00 USD / 20.00 EURO) unless otherwise agreed in writing.
3.3 Where payment has not been made at the point of order, payment is due 30 calendar days from the date of invoice. If payment is not made on the due date, the Company may suspend performance of the Contract and/or charge you interest calculated at a daily rate equivalent to the maximum legal interest rate applying from time to time.
4. Quotations
Any quotation remains valid for a period of 30 calendar days only unless otherwise stated in writing in such quotation and may be withdrawn at any time prior to the expiration of 30 calendar days absent the placement of an order.
5. Specifications
The Company reserves the right to alter the specifications of the Goods, where necessary, to comply with regulations or legal requirements or where such alterations do not in the Company’s reasonable opinion materially affect your expressed requirements.
5.1 Components not supplied by REBOTNIX cannot be verified and are not covered by any warranty regarding the full functionality of the entire system or its components. This includes all sensors, cables, and custom installations.
6. Compliance
You are responsible for obtaining all consents, and for complying with all legal requirements necessary to import into and operate Goods within any country other than Germany.
7. Despatch and Delivery
7.1 The Company will use reasonable endeavours to deliver on the dates or to any programme of dates agreed, but delivery dates cannot be guaranteed and time of delivery is not of the essence of the Contract.
7.2 The Company will deliver by the method of its choice unless otherwise agreed to the address specified by you. You will be responsible for the costs of delivery.
8. Title and Risk
8.1 The risk of any damage to the Goods shall pass to you on despatch from the premises of the Company.
8.2 Title to the Goods shall not pass to you until the Company has received payment in full.
8.3 The customer commissions REBOTNIX to execute a system build-to-order. Any independent modifications made by the customer to the software or hardware of the system shall be deemed a modification by the customer. Verification of such modifications is the customer’s responsibility unless expressly commissioned to REBOTNIX.
8.4 Delivered systems can be returned within 30 calendar days without providing a reason. Returned systems must not show any signs of use or damage.
9. Returns
9.1 You must carefully examine the Goods immediately upon receipt and notify the Company in writing of any defects within 7 calendar days of delivery.
9.2 If you do not notify the Company of any defects, you will be deemed to have accepted the Goods.
9.3 Delivered systems can be returned within 30 calendar days. Returned systems must show no signs of use or damage.
10. Liability Disclaimer for External Components
10.1 REBOTNIX assumes no warranty, liability, or responsibility for the functionality, compatibility, or integrity of components not supplied, specified, or integrated by REBOTNIX. This includes, but is not limited to:
- Sensors, cables, hardware, or software components.
- Third-party systems connected to or integrated with the project.
10.2 Impact of External Components
- Any defects, malfunctions, or damages resulting from the integration or connection of external components are entirely the customer’s responsibility.
- The use of such components voids all warranty claims against REBOTNIX regarding the overall functionality of the system or individual components.
- REBOTNIX will only conduct fault analysis or system verification related to external components for an additional fee, agreed in writing.
10.3 Customer Responsibilities Regarding External Components
- Customers must inform REBOTNIX in writing before integrating external components.
- Customers are responsible for the costs of validating or verifying external components.
- A written approval from REBOTNIX must be obtained to maintain warranty coverage for the overall project. Otherwise, the warranty will be void.
10.4 No Contract Termination Due to External Components
- If the customer uses external components not validated by REBOTNIX, termination of the contract due to system malfunctions is excluded unless it is conclusively proven that the malfunction is solely due to REBOTNIX products.
10.5 Customer Indemnification
- The customer indemnifies REBOTNIX, its employees, suppliers, and affiliates from all claims, lawsuits, costs, damages, or liabilities arising directly or indirectly from:
- The use of external components.
- The integration of such components into the overall system.
- Modifications made by the customer to hardware or software.
This also includes:
- Claims from third parties.
- Production downtime, data loss, or consequential damages.
14. Limited Warranty
14.1 The Company warrants the Goods to be free from defects for a period of 12 month in B2B (business to business)
14.2 This warranty does not cover components not supplied by REBOTNIX or alterations made by the customer.
14.6 The warranty is void if the Goods are used improperly or modified.
15. Governing Law
All necessary licenses for the open-source components used in the Goods, as well as those provided by our licensed partners, are publicly available. The relevant repositories, along with the applicable licenses, can be found at github.com/rebotnix and are accessible for review. Additionally, upon request, these licenses and repositories can be provided directly to the Customer.
16. Limited Warranty
The Contract shall be governed by the laws of Germany, with exclusive jurisdiction of German courts, Dortmund.
17. Dispute Resolution through Mediation
The parties agree to first seek an out-of-court settlement of any disputes arising from or in connection with this contract by means of a mediation procedure. Only if such mediation fails or if one party refuses to participate, legal action may be initiated.
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