Mailing Address

The mailing address and other contact information represented on the Buyer’s INVOICE will stand as the official means of contacting the Buyer as it pertains to this agreement.

Scope

It is agreed that sales are made exclusively on the terms and conditions contained herein. USABotics (“Seller") agrees to sell and (“Buyer”) agrees to buy equipment per the terms set forth below.

Product Description

The product description is represented in the INVOICE and will stand as the only representation of what is being purchased. Despite any discussions during the purchase process, promotional materials, catalogs, web representations or conversations and correspondence as part of the sales process, Buyer acknowledges that he/she has read the invoice and the description on the same is the accurate representation of what is being purchased.

Sale Price

• The sale price is represented in the Buyers INVOICE.
• Prices represented online and quoted on Buyers invoice reflect a given 20% discount off the Sellers standard list price. The discounted price is subject to on time payment of any balance payments as well as compliance to the terms of this agreement.
• Buyer should include a self addressed return label to have dies returned after testing.

Operation Manual

The Operation Manual will be provided by electronic PDF.

Payments

Seller accepts payment by Company Check, Credit Card Check, Money Order or Wire. CREDIT CARDS, ACH Payments, PURCHASE ORDERS AND OR LENDER NOTES ARE NOT ACCEPTED.

• NO INVOICE WILL BE SUBMITTED FOR BALANCE.
• On custom build orders, Seller will notify Buyer about Balance payment once the goods are 5 days from port arrival. Buyer's balance payment must clear within 4 days of goods arriving at the CA Holding center. The CA center allows 4 days of free holding until they begin accessing fees, so it is imperative that Buyer be able to coordinate payment and arrange shipping on time.
• Buyer acknowledges that if payment is not received on time, and or if shipping has not been arranged on time, they will be responsible for 3rd party storage fees.
• Please notify Seller by email with a copy of the wire or check, once sent so our accounting department can help expedite this order.

Lending Institutions

• Before applying for a loan or lease for this equipment, Buyer should be aware that some lending institutions will not fund part or all of the payment until the equipment is delivered and has been set up and running.
• Buyer should verify the lending terms of their respective entity before attempting to secure funding to insure that they are not contrary to the payment requirements of this agreement.

Fund Clearing

• Buyer acknowledges that 6 “full working days” will be required to deposit and receive notice that funds have cleared from the time a check is received from the Buyer. Please do not request that this time be reduced or ignored.
• Note that this condition is not subject to any declaration on the part of Buyer’s bank that the funds have been released but rather an acknowledgment from Seller’s bank that the funds have cleared.

Security Interest

To secure Buyer’s balance payment, Seller hereby retains and the Buyer hereby grants to Seller a purchase money security interest in the products sold by Seller to the Buyer, until such indebtedness has been corrected by the Buyer in full.

Stock Machines

• Stock machines are machines that are in stock and sitting on the Seller’s floor at the time of purchase
• If noted on your invoice, some stock machines are either in the port of Long Beach awaiting clearance and delivery to USABotics facilities or possibly in transit from port to USABotics facilities. Items that are in port must still clear customs before being available for customer pickup.

Custom Build Machines

• If your INVOICE indicates that your machine is a “custom build machine” the build time will take approximately 30 to 45 days after which the machine will be shipped from our overseas facility and arriving within 3 to 4 weeks. for an anticipated delivery date of about two 65 days.
• The time frame begins following receipt of the signed INVOICE and receipt of cleared funds for the DEPOSIT. Availability of the press will be subject to International holidays, weather at sea, customs clearing, possible customs inspections and other acts of industry and God which are beyond Seller's control.
• The Asian export market is controlled by Mainland China as producer of 70% of all world goods. Subsequently the flow of ships from this part of the world primarily revolves around China and is affected by all China holidays regardless of product origin. Buyer acknowledges that build times will be affected by China holidays which effectually stops international commerce in this part of the world. You can view the Chinese government's official holidays. Buyer acknowledges that if payment is not received on time, they will be responsible for 3rd party holding fees.

Accessories, Options & Functionality

• Buyer acknowledges that he/she has reviewed the accessories link on the USABotics home page and is familiar with the many options or customizations that may be available for their specific purchase. If Buyer wants any added features, accessories or customization, they need to make sure the same is represented in their invoice before signing.
• If Buyer has purchased similar presses in the past, they are cautioned from making any assumptions concerning features, functions or programming for the press they will be purchasing. Each manufacturer has different models of presses which include a varying list of features. Do not assume that because one press has a desired feature, that the press you are buying has the same unless it is specifically listed in the invoice.
• USABotics offers many different types of PLC controlled (automatic) machines. Different machines come with different programming and HMI functionality. The software provided is sufficient to operate the press, but Buyer should make no assumptions about the specific features. Buyer acknowledges that he/she has reviewed the operation manual and is familiar with the specific operational features of the HMI for the machine they are purchasing. 

Inspection Delays

If Buyer intends to inspect their machine or receive training before pickup, they must note the same at the time of purchase as the coordination of the machine is different and additional costs must be agreed upon to get the press from CA to UT. 

If for any reason the Buyer is unable to attend training or send someone to attend the training and inspection, they will be required to pay the balance until such time as they can schedule the same.

Storage

• If the Buyer is unable to schedule the Utah inspection or fails to pay the balance within 15 days of the notice, the Buyer agrees to pay storage fees of $100.00 a day until the machine is paid in full and picked up from Seller's location(s).
• Machines that are being picked up in California are held by a third party logistics service, which grants 4 days of free storage while Buyer arranges shipping. If the press is not paid for and picked up within this time frame, they agree to pay storage fees in the amount of $100 a day. Storage fees need to be paid before equipment can be released.
• If Buyer fails to inspect and or pay for the balance after 60 days of notice, the Seller has the right to retain Buyer's deposit and cancel the order without any obligation or reimbursement.

Inspection Waiver

Buyer may waive their right to inspection prior to shipment but in so doing assumes all liability in the event the equipment is damaged or lost during transit and or is not operational upon receipt at Buyer’s place of business. All machines are checked before shipping to warrant that they are in good working condition.

Shipping from Factory

All overseas transportation costs, logistics costs, custom fees, freight forwarding fees, inspection fees and clearing fees, freight forwarding fees and transport fees from the port to Seller’s Facility are covered in the purchase price represented in the Buyers Invoice are the sole responsibility of the Seller.

Pickup Location

• Unless otherwise stipulated on Buyers signed invoice, All custom machines will be picked up from our California Logistics Center.
• To keep the cost of equipment down, most inventory is stored at a California Freight Forwarding Center awaiting delivery instructions. This saves the Buyer by eliminating the unnecessary cost to transport product inland to Seller's Utah facility.

Testing & Training

• Product that is at the Utah office may be viewed and tested.
• The California Logistics Center is a third party warehouse that is not open to the public, consequently Buyer will not be able to view, test or be trained at this location.
• Buyers that want to view or be trained on their product before payment will need to stipulate the same at the time of purchase so arrangements can be made to move equipment to the Utah location. Costs associated with the same will be passed on to the customer and represented as a separate line item on Buyers invoice.
• Buyers that are purchasing product that has not been constructed need to indicate whether they want to be picked up from the California Logistics Center upon arrival or if they want the same to be shipped directly to the Utah office where they can view everything and receive training.
• Deliveries to Utah will increase the availability time of buyers goods by 4 to 7 days beyond what is indicated above.
• All crates and presses coming from the California Center are considered in good condition unless specifically noted at the time of pickup.
• If the driver notes any exceptions on the BOL, the driver is also responsible for taking and providing pictures to substantiate the noted condition. 
• Buyer Acknowledges that the failure or their driver to provide pictures at pickup will result in a denial of any claim.
• Driver must also bring any damage to the attention of the Centers claims manager before loading the press onto his/her truck and get a signature acknowledging the same on the BOL.

FYI: On international shipments, the final destination must be stipulated at the time shipment is booked for customs and logistics purposes. Consequently final destinations must be determined in advance and changing the same in transit is costly and often results in delays.

Shipping From Seller to Buyer

• Buyer is responsible for shipping costs from Seller’s designated warehouse to Buyer’s place of business. Buyer will need to arrange shipping service. Seller will provide all pertinent shipping information necessary to secure shipping.
• Seller does not accept "Shipping Collect"' terms. Please do not ask.
• Once Buyer’s shipping company removes the equipment from Seller’s facility, all risk of loss or damage to the products shall pass to the Buyer.

Bill of Lading

• BILL OF LADING must be received from BUYER one work day (24 hours) before the truck is to arrive. Often time the BOL is sent as an attachment which can easily be recognized as junk mail so make sure to contact Seller after emailing or faxing to verify receipt. If BUYERS truck arrives early or arrives before Seller has been notified of the BOL Seller will not load the truck. If a truck is turned around they will generally assess a fee.
• If the press is above 8000 lbs special equipment will need to be coordinated for loading which requires coordination between the Buyer and the seller and is subject to availability of a oversize forklift from a 3rd party.
• The name on the BOL must be the same as the name on the invoice for which the press was purchased. In addition to the BOL the driver will need to have Sellers Access Document upon arrival.
• The BOL is a legal document that that binds the Buyer to the terms and policy of their shipping company. The Buyer acknowledges that they have read the conditions of the BOL before sending the same to the Seller and hereby authorize the Seller to sign the BOL on their behalf.
• The Bill of Lading is a document that is provided by shipping companies and or shipping brokers. Most all BOL's reference the company that you will pick your press us as the SHIPPER and universally bind the shipper to additional liabilities, terms and conditions that conflict with Sellers TERMS OF PURCHASE.
• If the BOL is not signed by the Seller, Trucking companies will not pick up your goods for shipment. Consequently, Seller agrees to sign the BOL on behalf of the Buyer regardless of the terms but by doing so, Buyer agrees to indemnify and hold harmless the Seller and if necessary pay for any legal fees and protection to protect Seller from any liability or loss resulting from the signing of this document.

Below you will find all the information you will need to arrange shipping

Weight & Dimensions

• You can find your weight and dimensions on your invoice.
• Press weight is not exact and may vary by plus or minus 15%.
• The weights stipulated on the website, do not include roller stands, tables or other accessories that may have been added.

Packaging

• The the machine will not come in a wood crate unless specifically stated in the Buyers Invoice. The cost for wood crate packaging is different from one machine to another. If Buyer wishes to have a wood crate, they need to request and pay for the same at the time of purchase.
• If the wood crate is being shipped to another country and a wood treatment certificate is required at customs, the cost for wood treating will be above and beyond the cost of the crate.
• See more on crate construction below.

Pickup Hours

Monday - Friday between 1 pm and 4 pm (excluding Holidays)

Seller Loading

• The Seller does not have a loading dock. Seller has a forklift and will load the goods on Buyers truck.
• It is the shipping companies responsibility to situate the machine beyond the back gate and secure for transport.
• Seller will not move the machine beyond loading at the rear of the trailer or truck unless the truck is a flatbed and side access is available.

Size and Weight Restrictions

Presses that are heavier than 8000 lbs or wider than 89" cannot be loaded on a standard ENCLOSED freight trailer.

Driver Preparation

Some machines are top heavy. Driver should have the necessary equipment to secure the shipment and prevent it from movement during transport.

Forklift Considerations

• For your protection, If hiring a trucking company on a LTL delivery, make sure your trucking company has the necessary forklift to load and unload your machine at intermediary facilities. An appropriate forklift is one that can lift the entire load without tilting, dragging or pushing.
• Crates and or machines must only be lifted if forks extend all the way through the opposite side and extending 4" beyond the chassis. Attempting to lift the machine with the forks partially inserted will fracture the under body of the machine. 

Driver Instructions (Access Documents)

FYI - It is a common practice for Drivers to show up with nothing more than the name of the state they are headed. Subsequently, Seller has inadvertently loaded the wrong machine and even loaded a truck that the Buyer had requested a quote from but not the truck they contracted.

• For these reasons and to insure the correct coordination of your purchase, Drivers must provide an ACCESS DOCUMENT that is signed by the Buyer before Seller will release any equipment.
• The BOL is not an access document. The access document requires the following information:
• Buyers Company Name 
  Delivery Address 
  Invoice # 
  BOL#
• If the driver arrives and attempts to pick up a machine without the right paperwork, they will be refused. Buyer acknowledges that Seller will not be liable for any charges if the trucking company charges the Buyer for a second or subsequent pickup fees.

Shipping Quotes

FYI - If Buyer requests an approximate shipping quote at the time of purchase from seller, please bear in mind that shipping is a very volatile industry and prices will change from hour to hour. In most cases, you will get your best price when you find a driver or company that is already going in the same direction with a near full load and enough room for your item. 

Buyer acknowledges that regardless of any approximate shipping estimates, the Seller is released from any shipping costs, whatsoever, should the actual price exceed cost estimates.

Shipping Assistance

• In the event that the Seller agrees to assist with quotes for shipping, the same is done with the buyers understanding that whether the Seller actually contracts with the shipping company on the Buyers behalf or not, the Buyer is still responsible for any liabilities arising out of and in the course of shipping.
• The Buyer has no knowledge concerning a shipping companies legal compliance, insurance coverage, licensing or specific ability to perform any type of shipping.
• Verification of all matters related to shipping are the responsibility of the Buyer whether the Seller assists in this matter or not.

Loading Inspection

• Buyer is entitled to be present when the machine is packaged and prepared for shipping. In the event of any accident or damage happening prior to shipment, Seller will notify Buyer right away and remedy the damage.
• If Buyer waves their right to be present as the machine is packaged and loaded for shipment, they waive any claim for damages that are suspected to have occurred before being loaded. 

Pallet/Crate Construction

• If the machine in consideration is placed on a pallet or crate, Buyer acknowledges that the crate or pallet is not designed with impact cushioning to handle being dropped, crushed or tipped over. Pallets and crates are not designed to be pushed, lifted or dragged end to end. Doing so will damage the crate and the contents.
• Crates are constructed of a 3" x 3" skid runners, 1/8th" plywood siding with 1/2" plywood framing on the joints and corners. The crate is not constructed in a way to support throw over strapping if being shipped by open flatbed trailer.
• The crate is not designed to be stackable and nothing is to be stacked on the crate during shipping.
• If the machine is packaged with horizontal of vertical runners, Forklift drivers are not to lift or block the press in a way that allows a forklift to attempt to lift in a manner that is contrary to the design of the runners. Once the runners have been damaged or torn off, the press is extremely dangerous as it is susceptible to tipping. Loading and unloading the press without the skids will undoubtedly result in a damaged press upon arrival.

Large Press Coordination

• Buyer must coordinate the schedule availability of their truck with the Sellers availability of a oversize forklift before sending a truck.
• When the Seller has to schedule a over sized forklift, it is from a rental company on a 4 hour time frame. If the Buyer's shipping company does not arrive when scheduled or misses their pickup time, the forklift is not necessarily going to be available to stay over as they are generally pre-scheduled elsewhere.
• Buyer acknowledges that they will be liable for any additional costs incurred for keeping a forklift late or rescheduling a forklift if Buyers truck does not arrive when scheduled.
• Authorization for expenses will need to be signed for before release of shipment. The rate for oversize forklift with 90" forks is $780.00 a day including pickup and drop-off charges. In some cases, if the forklift cannot be rescheduled right away, the Buyer will need to reschedule their shipping and send over a new Bill of Lading without cost to the Seller.

Claims Fees & Costs

In the event of any damage during shipping, the responsibility of filing the claim is the responsibility of the Buyer. If Seller is asked to provide information relative to a shipping claim there is a minimum service fee of $50.00. Additional costs relative to Claims can be seen in the RMA agreement.

Warranty Re-inspection

• In the event of damage to the machine during shipment that is evidence of improper handling, dragging, dropping, or being hit by a forklift in the area of any electrical components, the machine warranty will be voided until such time as a company appointed tech can view the press first hand to substantiate that all electrical is in proper working condition at which point the Buyer will be given a document of warranty reinstatement.
• Scheduling a warranty re-inspection must take place no later than 14 days after damage occurs.
• All costs relative to warranty re-inspection will be the responsibility of the Buyer. Portal to Portal labor rates and additional expenses are stipulated below. 

RMA Request Form

• In the event a machine is damaged by the Buyers shipping company and the Buyer does not take possession of the machine, or rather requests that a new machine be returned due to damage caused by anyone other than Seller, the Buyer must complete a RMA (Return Material Authorization) request form before making arrangements for return shipment.
• If the RMA request has not been approved or signed for, Seller will not accept delivery and Buyer accepts all responsibility for additional costs incurred. 

Mechanical design

Pictures reflect the general shape and design of each machine. Buyer acknowledges that some changes in the paint schematic or mechanical build may occur without affecting any of the specs or performance or voiding this agreement.

Warranty

• Buyer may enjoy the benefit of warranty protection up to 2 years full parts and labor. The highest level of protection offered in the industry. In an effort to offer a apple to apple comparison with competitor pricing, all prices on the site reflect Seller's Standard Purchase Warranty. Buyer has the option of upgrading the purchase warranty to a (Premier 1 year) or (Premier 2 year).
• All warranties begin 7 days after the shipment date in which the press is picked up by Buyer's shipping company regardless of any delays in actually getting the press set up.
• Purchase Warranty. The standard warranty provides a full year of protection for parts and parts shipping as well as a 90 day labor guarantee. This warranty is part of the purchase price and is included in the prices represented on Seller's website. 
• Premier 1 year warranty includes a full 12 months of protection including parts and labor for the remedy of any encountered problems known to be the fault of the manufacturer
• Premier 2 Year Extended Warranty improves Buyers protection to a full 24 months of parts and labor protection for defects or errors in the machine.
• Unless specifically represented on the invoice as a separate line item, must be stipulated for optional warranties of anything above and beyond the standard warranty that's included as part of the purchase price.
• In order to keep this warranty in effect, Buyer must have met its' own obligations under this Purchase Agreement, and , (i) provide proof of setup and wiring by a licensed electrician (ii) Complete and return the WARRANTY INITIATION questionnaire within 10 days of receipt. (iii) Provide & Document regular maintenance. (iv) Promptly repair any known issues. (iv) (iv) not made any changes to the press, including altering the upper or lower cutting plate or the reduction of the safety features of the Product. (v) failing to use the right sized breaker or running the correct wire size from the breaker box. (vi) Failure to monitor the machine using a 4 camera DVR system and or failing to provide 8 hours of video leading up to any machine failure.
• This warranty does not cover normal wear and tear or defects due to (i) improper or negligent handling or overloading, (ii) the use of unsuitable operating or raw materials, (iii) defective or improper premises, chemical, electro-chemical or electrical influences, (iv) damage during transportation, or (v) weather or other influences of nature.
• THE WARRANTIES SET FORTH HEREIN ARE EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES AND OBLIGATIONS EXPRESSED AND IMPLIED, INCLUDING ANY WARRANTY OF MERCHANT ABLITLY OR FITNESS FOR ANY PARTICULAR PURPOSE.
• Neither Seller nor its' suppliers assume or authorize any person to assume on its behalf, any other liability or obligation, whether for direct or consequential damages, or otherwise. Further, the Buyer will not, nor permit any other person to, alter or otherwise attempt to defeat the operation of any part or system in the equipment which is installed with the purpose of, or which contributes to the prevention of personal injury or the attainment of safety. The Product(s) will be used only for the purpose(s) originally intended.
• Standard Service Area
  The disparity in costs to provide onsite support for a buyer that is close to a international airport versus a buyer that is 2 hours drive from an international airport is significant.  Buyer acknowledges that Seller's liability is limited to service locations that are within the standard service area defined as 20 minutes from the closest international airport. Buyers that are outside of the standard service area are liable for additional costs to the seller for travel labor. Depending on the how far outside the standard service area a buyer is, additional costs may be assessed in the event a normal 1 day service trip turns into a overnight trip because of 2 or more hours of travel time. Additional costs can include lodging, food, rental cars, airport parking as well as additional labor for travel to and from parts companies, machine shops or service companies. 

Warranty Initiation

The WARRANTY INITIATION questionnaire is a document that must be filled out within 10 days of receipt of your press by a licensed electrician. The document is a series of questions relating to your machine and the electrical performance of your machine when new. The data collected stands as a benchmark to be used at a later date in the event of any diagnostics issues.

Buyer’s Remedies and Damages

Buyer’s sole and exclusive remedy for any action or omission of Seller, are expressly limited to having Seller, at its' option, either repair or replace at the Buyer’s place of business or in Seller’s own shop any defects.

Diagnostics 

The first step to any service call is to attempt to diagnose the problem over the phone with supporting pictures and video. In the event of any defect, the Buyer is responsible to provide Seller with accurate information relevant to the machine in an attempt to remotely diagnose any issues. Seller will send a written questionnaire and Buyer agree to complete the same as a starting point for any technical issues.

Buyer Obligations

• Buyer acknowledges that the standard warranty, which comes with prices listed online, is a base warranty where the Buyer is obligated to assist with the diagnostics of technical issues. The standard warranty is offered as a means of maintaining lower price options for those who have the technical where-with-all to assist with unforeseen issues. Under the standard warranty, Buyer agrees to provide a qualified individual that is comfortable and capable of assisting with requested tests and feedback as well as, but not limited to: removing panels, testing electrical connections, removing motors, uploading software, removing and reinstalling press components, and providing necessary pictures, videos and feedback in the process of narrowing technical issues and discovering solutions.
• In the event of any technical issues, Seller will send a diagnostics questionnaire which Buyer agrees to complete and return as a first step in resolving the issue. It is imperative that the Buyer diligently follow Sellers instructions in an effort to eliminate potential causes of the error. Tests need to be performed in the order in which Seller instructs to allow Seller's technician to verify that tests were performed correctly.
• If a test is skipped or not performed correctly, Seller may miss the true cause resulting in days of additional pursuits in the wrong direction.
• Seller is helpless to assist Buyer in any diagnostics situation if Buyer is unwilling to honestly assist in following diagnostics procedures and providing truthful feedback.
• In the process of assisting Buyer for any machine issue, if it becomes evident that the Buyer made misleading statements or failed to follow and report on diagnostic procedures, The Buyer acknowledges liability for any losses incurred by the Seller, including but not limited to labor, Shipping of parts, shipping of equipment as well as flight, travel and housing expenses if any.
• If the Buyer is not familiar enough with the mechanical assistance obligations listed above or is unwilling to hire outside help to assist with Buyers obligations, then the Buyer is encouraged to purchase an upgraded warranty by which the Seller assumes more liability for remote assistance.

Required Tools

Buyer will need to have a digital multi tester, oscilloscope as well as basic hand tools to assist Seller's technicians in performing diagnostic testing.

DVR Requirement

• Buyer acknowledges that adequate video documentation will be required to remedy any machine errors or malfunctions. Buyer may also be requested to provide before/after footage from the companies security system to demonstrate actual causes for the errors in mention or potentially to verify that testing procedures were followed.
• If Buyer does not currently have a continual loop DVR with 30 day backup capability, they agree to purchase and install the same as a means of documenting press and operator behavior before and after any incident. 4 Camera positions need to be trained on the press as follows:
  • Control Panel or Touch Screen(close enough to view the actual settings).
  • The front of the machine (to clearly show the operators handling of the material).
  • Overhead of the machine (to clearly show activity at the back and sides of the machine).

Service Labor

• Service labor in Buyer’s plant, under the standard warranty, will be free of charge for three (3) months from the date of shipment. Service is deemed to be based on a normal 8-hour day, Monday through Friday.
• Service Calls - Unless an extended warranty is stipulated on the original purchase invoice, after a period of ninety (90) days from the date of pickup from Sellers facility, an hourly rate and an hourly travel time charge portal to portal is $125.00, plus related travel and living expenses, if any, shall be paid by the Buyer for servicing and repairs made by the Seller. Seller reserves the right to determine whether the repairs and/or service are to take place at Seller's or Buyer's facility.
• If Remote Onsite Service becomes necessary, Buyer will be required to sign an agreement of understanding which represents the terms of service.

Limited Liability

Any and all claims against Seller for any loss or damages, including but not limited to loss or damage arising out of the failure of the Product(s) or parts to operate for any period of time, inconvenience, or the use of rental or replacement equipment, other economic loss or loss of profits, or general, direct, immediate, special indirect, incidental or consequential damages or loss, commercial loss or any other loss or damage, whether arising from the negligence of Seller or from any other cause whatsoever, are expressly waived and excluded.

Press Receiving

• Depending on the size of your machine you may need to pre-arrange a larger forklift to safely unload the machine.
• Always have plenty of help available to assist with the movement of the machine to avoid hitting anything.
• Move the machine inside right away even if in a crate to avoid exposure to the weather.
• Upon receipt, operator should wipe down the entire machine using a cotton cloth and detergent cleaner. Do not use chemicals that can damage the paint for cleaning.

Electrical

• Incorrect wiring will damage the motherboard, control panel and other electrical components and may cause other mechanical failures which will not be covered by Seller. The use of proper transformers, breakers and wire size will affect the life and functionality of the machine.
• Buyer agrees that the machine will be wired to the correct size breaker and the wire used from the breaker to the machine will be the correct guage for the distance of the run.
• Buyer agrees to provide a direct dedicated line for the machine service. No other machines or draws are permitted on the line.
• Initial setup of the Product(s) must be performed by a licensed electrician at the expense of the Buyer to validate all warranties.
• Electrician will be asked to complete Sellers "Warranty Initiation Questionnaire" by running specific tests and answering the questions represented at the time of setup. Buyer agrees to complete the Warranty Initiation Questionnaire within 10 days of receipt of equipment and return to Seller or warranty regarding electrical issues or machine malfunctions will be voided.

Training

• Seller will provide complete orientation and training at their Utah facility. Seller will pay for one hotel room for one night and provide transportation to and from the Salt Lake City, Utah international airport.
• If Seller misses their flight or for any reason does not show up on the scheduled date, additional costs for lodging will be the responsibility of the Buyer.
• If Buyer requests onsite assistance for setup or training, Seller will provide the same at $1,000.00 per day (portal to portal) plus airfare. Daily rate covers hotel, rental car, food and labor.
• Unless specifically stated by the seller in writing, setup costs and onsite training are not included in the product’s purchase price.
• If Buyer requests onsite training or setup, they will be required to sign a "Remote Service Agreement" which outlines the terms of service.

Onsite Training

• If Buyer requests and pays for onsite training, Seller still requires that the machine be paid in full before being shipped to the Buyers location.
• Buyer agrees to provide transportation to and from the airport as well as to and from the hotel if staying overnight.
• Buyer agrees to provide necessary equipment to move and lift the machine. Buyer will have electrical in place and ready for hookup with a junction box that is within 5 feet from the machine. Buyer will also provide essential tools other than Seller's basic hand tools which he will bring.
• Employee Training - Buyer expressly acknowledges that, due to the multiple use of the product, with many tools and materials, point of operation guarding and installation thereof, as well as training and supervision of operators, are the responsibility of the Buyer.
• Training dates are generally not a problem however, Buyer acknowledges that the Seller has two trainers and scheduling is always done on a first come basis.
• Buy signing this agreement, Buyer acknowledges acceptance of additional terms represented in the "Remote Service Agreement".

Holidays & Scheduling

• Buyer acknowledges that production times and shipping will be effected by holidays throughout Asia as well as USA. Customer service, scheduling for onsite training or pickup from the USABotics facility is also contingent on USA holidays.
• USABotics will be closed from Dec 23rd - Jan 2nd each year.

Replacement Parts

• Most replacement parts are shipped same day following notice of order. If any part is not in stock at the time of an order, Buyer will have the right to order the same from its' international suppliers. Orders weighing less than 10 lbs will be shipped by economy air unless Buyer chooses to pay for a faster shipping method. Orders weighing more than 10 lbs will be shipped by sea.
• Replacement parts are warranted for defects in material and workmanship for a period of ninety (90) days or the remaining life of the original manufacturer’s warranty, whichever is greater of the two.
• In-warranty parts will be invoiced to Buyer. However, full credit against such invoices will be issued if defective parts are returned to Seller within thirty (30) days of date of invoice. No credit will be allowed for defective parts returned after thirty (30) days. Transportation costs for the return of in-warranty parts to Seller are the responsibility of Buyer.

Non Stock Item Parts

• Seller does not stock metal control boxes, and panel covers or other metal chassis pieces that are fabricated as part of the machine construction. Items such as these if damaged, must be ordered from the factory and shipped from overseas.
• Internal parts that are associated to the mechanical makeup of 3rd part parts such as motors, pumps and electrical components are not stocked and in most cases are unavailable. The components can be purchased as a complete unit but individual internal parts may not.
• Replacement chassis parts will arrive in primer color. The Buyer bears responsibility for color matching and painting after receipt.
• Most motors can be serviced or repaired locally in the event of a motor malfunction. If Buyer has a motor related problem, it is agreed that Seller may locate a local service company to test and if necessary to make repairs to the motor. Buyer agrees to remove and reinstall the motor once repaired.

Depreciation Scale

Seller is under no obligation to buy back a machjne, but in the event the Seller determines to do so, the overall condition of the machine will be evaluated and providing the machine is in good working condition with no cosmetic issues, the depreciation scale will be assessed as 5% per month. Therefore if a machine is 6 months old the Seller will buy back the machine at 30% off the purchase price. In all cases, the Buyer will be responsible for return shipping.

Maintenance

• Regular maintenance is essential to the life of the machine. Failure to maintain the machine may result in damage which will not be covered under warranty. Maintenance records need to be kept and provided upon request in the event of a warranty issue. Maintenance records need to include 
• Date of maintenance, time of maintenance, name of maintenance worker, and maintenance performed. 
• Areas of maintenance that need to be checked every 240 running hours or every 3 months, whichever occurs first, include: 
• Grease zerk fittings, verify self lubricating lines are not clogged, adjust lubrication flow if necessary, verify position sensors are functioning correctly, make sure that dust, dirt and debris is not collecting on the electrical connections - electrical components - motherboard - drivers - PLC, make sure cabinet fans and component fans are working correctly, keep the machine whipped down and clean, verify that chassis covers are not open.

Regulations of Safety

• It is the responsibility of the Buyer to properly train their operators in the safe use of this machine before allowing anyone to begin operation. The operation manual should be read by each user before use.
• General safety regulations can differ from state to state. Seller makes no guarantee that the equipment being sold meets all safety regulations.
• Machines that come with safety light curtains require periodic maintenance to insure that both lights are adjusted in a way that allow the lights to communicate. If the lights are not adjusted correctly, the safety function will not work which could result in injury. Safety lights need to be set up initially and tightly secured to prevent movement. Buyer should implement a daily inspection of safety features before use. Buyer releases Seller from any liability resulting from Buyers failure to set the lights up correctly and insure that they are in proper working condition at all times.

Release of injury Liability

• Before singing this agreement, Buyer should be certain of all state and federal regulations concerning machinery of this style and design. It is the Buyer's responsibility to request additional safety features, if necessary, to meet the regulations of their state so they can be added at the time of purchase.
• Buyer agrees to indemnify, and hold Seller harmless from all liabilities arising out of operator or bystander accidents, injury or death.
• Buyer agrees to perform daily testing and maintenance necessary to insure that the press is operating correctly and does not pose a danger to the operator or bystanders.

3rd Party Service Work

Too often 3rd party companies try to take advantage of work for Sellers and Buyers.  They also have a tendency to pitch one company against the other in a way that causes tension and mistrust.  Both parties agree to manage service work in a way that will protect both parties from runaway bills and unnecessary work. 

Both Parties agree that the work performed by 3rd party service companies must be performed under the following terms. The terms stated here are for the protection of the Seller and Buyer.

• Prior to arriving at Buyers place of business, the tech needs to contact Seller so the scope of work can be explained in a way that will allow the tech to bring the most common replacement parts to avoid the need for a second trip. 
• Tech will be asked to text Seller when they arrive and also when they leave for billing purposes. 
• Seller is required to provide a worker that will record the work being performed as a record for the service as well as a means to help Seller understand what steps were taken in the event more diagnostics are needed. If the work can be captured with enough detail to use a tripod, the same may be used, The Buyers employee or Tech is responsible for showing close ups of any problem areas as well as the screen readings for voltage results, pressure results of any other tool used for measure. 
• The video will be uploaded for Sellers review within 4 hours of work completion.
• Once the problem is identified, the tech must text Seller with a repair quote that needs to be accepted in writing before moving forward with the work.  
• Buyer acknowledges that if their place of business is outside the city center or in a remote location that the potential cost for service work or 3rd party support services increasingly more expensive and is outside the scope of what Seller provides. Consequently, Buyer agrees that in the event of service calls, Seller will not be liable for travel time costs to and from Buyers place of business that exceed 30 minutes each way. Before singing this agreement, Buyer should be certain of all state and federal regulations concerning machinery of this style and design. It is the Buyers responsibility to request additional safety features, if necessary, to meet the regulations of their state so they can be added at the time of purchase. 
• Buyer will need to provide faxed copies of invoices and allow for 14 working days for reimbursement of 3rd party work. 
• In the event of any disputes between Seller and 3rd party service companies, Buyer agrees to provide written statements that can be used in legal proceedings without cost to Seller. 

Technical Drawings

• Technical drawings are a legal document which communicates needed information from Buyer to Seller. 
• Drawings can come from any number of different software programs and even within the same program, the year of release can pose limitations and compatibility issues. Buyer agrees that in the event of any conversions from a software or format used by their company to a format or version used by the Seller will be paid for and provided at his/her own expense and time. Among the many technical companies online that provide conversion services, Buyer may also contact Perception Engineering if necessary.
• Drawings must include:
  • Company that owns the design (legal owner)
  • Designer’s name
  • Drawing checked by name
  • Identification number
  • Product name
  • Date of release
  • Revision level (important for change control)
• Drawings need to be submitted in metric to avoid confusion or possible errors.
• Drawings are to include all visual dimensioning. 
• 2D Files Drawings must be editable files that allow for additional dimensioning and notes. Layers are not to be compiled, locked or password protected. Drawings are to be saved and provided in an AutoCAD version no later than 2016. 
• 3D Files 3D drawings need to be provided as STEP files ending in “.STEP” Files must be editable and not “Read Only” or password protected. Files must include supporting bodies/parts layering files. 
• Drawings that utilize 3rd party motors, electronics and hardware must state the ANSI spec in the notes of each body/part. 
• Seller will provide a upload folder using Onedrive for Buyer needs to email a file directory of the files being submitted for ease of use and to prevent confusion or errors. 
• In the event files being provided are for molds or dies not manufactured by Seller, Buyer Authorizes Seller to share the files with 3rd party companies to obtain quotes and commissioned work. 
• Buyer agrees to sign original printed copies of any provided drawings clearly representing the version date and identifying file name as well as descriptions and fax to Seller at 801-285-6000.
• Once files are uploaded, Buyer is to notify Seller by email to avoid delays in the work. Buyer is responsible to verify that all files are present and uploaded correctly.

International Buyers

• The specific costs and time frames represented in this agreement concerning parts availability, shipping and labor rates do not apply for machines shipped or moved outside the continental United States whether shipped or move by the seller or the Buyer.
• Sales prices for machines and parts do not include any duties, tariffs or taxes that may be imposed by international customs when the same is shipped to their country. All tariffs, taxes or duties will be paid by the Buyer.
• If a machine is moved from the address represented on the signed purchase agreement outside the country, additional costs for warranty shipping and service will be the responsibility of the Buyer.
• It must be understood that the necessary language for diagnostics and service is English. Buyer acknowledges that they are responsible in all cases to provide a English speaking individual who can translate in a technical sense, all communications necessary. Failure to do so will result in the Sellers inability to provide support and or technical assistance.

Cancellations

• Once this agreement has been signed by the Buyer, the Buyer may not at any time thereafter cancel the order unless agreed to in writing by both parties.
• In the event of a cancellation or failure to pay any pending balance by Buyer shall, without limiting any rights it may have against Buyer, retain all sums paid by Buyer.

Default or Collections

• In the event the Buyer fails to pay balances on time, fails to make payments on time or defaults any term of this agreement, the discounted pricing will be rescinded and Buyer agrees to pay the full list price as represented in Section (4) above.
• If collections become necessary, Buyer agrees to reimburse Seller for all administrative costs, collection fees, court costs and legal fees necessary in the collection process.

Proprietary Information

Seller has spent more than a decade developing a reliable supply chain of techs, suppliers and trusted factories all around the world. This information is what sets the Seller apart from competing companies. Buyer acknowledges that Seller suppliers and factories are proprietary and will not be disclosed before or after purchase.

Force Majeure

Neither party will be in default in the performance of its obligations under this Agreement if such performance is prevented or delayed because of war, hostilities, revolution, civil commotion, riot, strike, labor dispute, lack or failure of transportation facilities, failure of equipment, lack of necessary products or materials, epidemic, fire, wind, earthquake, storm or flood, application of any law, order, proclamation, regulation or ordinance of any government, or customs/TSA inspections or of any subdivision thereof, because of acts of God or for any other cause, whether similar or dissimilar to those enumerated, that is beyond the reasonable control and without the fault or negligence of the party whose performance is affected.

No Implied Waivers

The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any later time nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of such provision

Captions & Section References

Captions of the sections and subsidiary sections of this Agreement are included for reference purposes only and are not intended to be a part of the Agreement or in any way to define, limit or describe the scope or intent of the particular provision to which they refer.

Gender 

Masculine, feminine and neuter terms shall be interchangeable (and shall include a corporation, a partnership, or another entity), and shall be singular and plural, where the context makes a change of gender or number appropriate.

Grievance Provisions

The grievance provision is to establish a formal mechanism for the professional resolution of disputes that may arise between Buyer and Seller. The Grievance provision is a necessary provision due to the advent of social media and other online means that are frequently embraced by individuals, who in the moment are disgruntled without any due process or protection by law for which damages are impossible to calculate. 

In the event of any grievance, both parties submit to conduct themselves in a professional manner by: (1st) notifying the other party in writing and providing reasonable time for remedy or reply. (2nd) if remedy is not satisfactory, request can be made for binding mediation. (3rd) if mediation is not acceptable to both parties by a mutually agreed mediator, then either party may move forward with binding arbitration as represented below. The decision of arbitrator will be the final decision which both parties agree to respect without prejudice, defamation or libel.

Governing Law 

The parties acknowledge that this Agreement shall take effect upon execution by Seller at its offices in, Utah. The parties further acknowledge that the mutual performance hereof by Seller and Buyer constitutes a substantial contract with that State. Accordingly, the parties invoke the protection of the laws of Utah with respect to the protection of their rights and enforcement of their obligations hereunder and they mutually stipulate that this Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance and the consequences of breach) to be construed, governed and enforced in accordance with the laws of Utah. Buyer acknowledges that the City of Salt Lake City in the state of Utah has complete jurisdiction over this agreement and all business dealings by and between both parties

Arbitration 

The parties agree to use every reasonable effort to settle any dispute or disagreement between them relative to this Agreement by amicable means and if appropriate utilize assistance of their respective chief executive officers and not to resort to legal action unless and until the parties have in good faith attempted to settle such dispute or disagreement in the foregoing manner. If this method of resolution should have proved to be impracticable or unsuccessful, any controversy or claim arising out of or relating to this Agreement shall be submitted to and be finally resolved by arbitration pursuant to the provisions of the United States Arbitration Act (9 US C. SECTION 1 ET SEQ.), to be conducted by the American Arbitration Association ("AAA"), with such arbitration to be held in Salt Lake City, Utah in accordance with the AAA's Commercial Arbitration Rules then in effect. Judgment may be entered thereon in any court of competent jurisdiction if necessary.

Disparagement Clause

Neither Party nor any employee, agent, or representative of the same will at any time after the signing of this agreement, through any medium, either orally or in writing, including, but not limited to, electronic mail, television or radio, computer networks or Internet bulletin boards, blogs, social media, such as Facebook, LinkedIn, Twitter, or other app, or website or any other form of communication, disparage, defame, impugn, damage or assail the reputation of the other. whether by virtue of the Agreement or any of the details covered by this Agreement, except as follows: the Parties’ counsel, immediate family, spouse, any party when such disclosure is required by a subpoena issued by a court of competent jurisdiction, the Parties' management, officers and Board of Directors, and except as required by law or order of court.

Liquidated Damages

Buyer acknowledges that a breach of any of the terms set forth in the Disparagement Clause will seller to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Seller of actual damages because Buyer cannot know in advance the impact of breach on Seller's reputation or business, nor can it readily ascertain what Seller will incur as a result. Accordingly, if Buyer breaches any term of the Disparagement clause, he/she shall pay Seller the sum of $10,000.00 and an additional $500.00 a day that Buyer remains in breach, which represents a fair, reasonable and appropriate estimate thereof. The Parties further stipulate that the agreed upon sum is not a penalty, but rather a reasonable measure of damages, based upon the parties ’ experience in the Equipment industry and given the nature of the losses that may result from breach. The agreement asserts that Seller has “sole discretion” to determine what violates the defamation clause.

In the event of a breach, and after submission of a bill for damages, If Buyer does not pay the amounts represented above within 30 days, Seller has the right to turn collection of the same over to a collection agency.

The parties agree and acknowledge that the Disparagement Clause or provision is a material term of this Agreement, the absence of which would have resulted in the Seller refusing offer goods to the Buyer or entering into this Agreement.” 

Attorney's Fees 

In the event of legal proceedings to cure any element of this agreement, the prevailing party shall be entitled to recover as an element of cost of suit, and not as damages, reasonable attorney fees to be fixed by the court. The “prevailing party” shall be the party who is entitled to recover his costs of suit, whether or not the suit proceeds to final judgment. The party not entitled to recover his costs shall not recover attorney’s fees. No sum for attorney’s fees shall be counted in calculating the amount of a judgment for purposes of determining whether a party is entitled to recover costs of attorney’s fees.

Acknowledgment of Waiver

Buyer acknowledges that by acceptance of this agreement or by acceptance of Utah Jurisdiction, he/she could be waiving federal or state rights.

Severability

If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.

Entire Agreement

This Agreement along with the signed invoice supersedes and cancels any and all previous negotiations, arrangements, offers, brochures, web-representations, videos, Agreements or understandings, if any, between the parties hereto.The acceptance of this agreement constitutes and acceptance of the terms represented in the Remote Onsite Service Agreement.

Signature

This agreement is acknowledged as signed by the Buyer once he/she signs the invoice which acknowledges these terms as well as by paying a deposit or payment in full. Buyer may require an originally signed copy of this agreement for their records if they choose. If the Buyer wishes to include the "Universal Terms of Service" at the time they sign their invoice, they should print a copy of this document and after signing the same, include two copies along with their signed invoice and payment. Buyer acknowledges that originally signed copies of the invoice must be received before products can be released. Once received, the Seller will sign all copies and return one copy to the Buyer.