Purchase Order – General Conditions

Important Information – Upon accessing this website, you acknowledge your acceptance of the terms and conditions outlined below.

1. General clause

The Seller will not be bound by any orders for products or services unless they are accepted in writing by an authorized official at the Seller’s. Such orders are subject to the terms and conditions of sale, and the Seller’s acceptance is expressly contingent upon the Buyer’s agreement to these terms and conditions. Any modifications to these terms and conditions or other conditions will only be recognized if agreed upon in writing by the Seller. The Seller’s failure to object to provisions in a purchase order or other communications from the Buyer does not waive these conditions or imply acceptance of such provisions. Receipt of a Purchase Order from the Buyer for products and services herein signifies acceptance of these terms and conditions. Furthermore, any alteration or modification to an order by the Buyer must be agreed upon in writing by the Seller, and no order may be canceled or terminated after the Seller has received it in writing. Lastly, any assignment or delegation by the Buyer will not be binding on the Seller without the Seller’s consent.

2. Warranty statement

The Seller provides a warranty for a duration of one (1) year, or as specifically outlined in writing within the Seller’s proposal (referred to as the “Warranty Period”). During this period, the Seller guarantees that each new and unused product manufactured by them will be free from defects in material and workmanship. If any part of the product is found to be defective, the Seller commits to repairing or replacing it.

To qualify for warranty coverage, the following conditions must be met:

• The product must be installed and operated in accordance with the Seller’s instructions and in line with generally accepted industrial best practices.
• The product should be used under normal conditions for which it was designed.
• Adequate care, lubrication, protection, and maintenance must be provided under competent supervision.

If a defect is identified, the Buyer must obtain a Returned Material Authorization (RMA) from the Seller before returning the product.

It’s important to note that the Seller does not guarantee robotic production rates or the quality of parts produced using their products. Additionally, under no circumstances shall the Seller be liable for special, indirect, or consequential damages arising from the sale of products or services to the Buyer. The Seller’s liability and the exclusive remedy for any defect or breach related to the sale of products or services are limited to either repairing or replacing the defective goods or services or providing a refund of the purchase price.

3. Technical details

Any illustrations, drawings, tables, graphs, or similar materials provided by the Seller, whether in catalogs, price lists, advertisements, or other publications, should be considered as close approximations. The weights, measurements, capacities, and other specifications for products offered by the Seller are provided in good faith and are approximate. The Seller assumes no responsibility for any deviations from these approximations unless explicitly specified in writing within the Seller’s proposal or order acknowledgment.

4. Delivery

The delivery terms are Ex Works. When products are handed over to a carrier at the Seller’s facility or another designated shipping point, it signifies delivery to the Buyer, and title transfers at that moment, regardless of freight payment. All risks related to loss or damage during transit are borne by the Buyer. The responsibility for merchandise insurance against loss or damage during transit lies solely with the Buyer. While the Seller strives to fulfill orders promptly based on their best judgment, they cannot be held liable for damages resulting from delivery delays caused by any reason. Shipment and delivery dates are estimated in good faith and are subject to Buyer’s timely adherence to the Terms and any necessary reviews and approvals. The Seller is not obligated to pay any penalty for shipment delays unless expressly agreed upon in writing.

5. Payment terms

In the context of transportation delays, payment terms remain unaffected. The Seller reserves the right to request partial or full payment as a condition for accepting an order from the Buyer. If the Buyer’s financial responsibility becomes unsatisfactory, the Seller may demand cash payment or satisfactory security. Failure to comply with these requirements may result in the discontinuation of deliveries for partially finished articles under the current order or contract. The Seller retains all other remedies available due to the buyer’s unsatisfactory financial responsibility. Additionally, when an account becomes overdue according to its payment terms, interest will be charged at either 2% per month (equivalent to 26.82% per year) or the maximum rate permitted by law until the outstanding amount is settled.

6. Taxes and additional fees

Buyer is responsible for paying any taxes, fees, or charges imposed by governmental authorities related to the transaction between the Seller and Buyer. These may include manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax, duty, customs fees, inspection or testing fees, transportation insurance, or any other charges. These costs are in addition to the quoted or invoiced prices.

7. Pricing policy

The stated prices are valid for acceptance within 30 days. These prices are calculated assuming that the entire quantity will be shipped at once and to a single destination, unless otherwise specified in writing. All prices are in Canadian dollars unless otherwise specified.

8. Errors and variances

Seller’s quotations, acknowledgments, and invoices are subject to correction for any clerical errors.

9. Act of God

Seller’s performance under this order will be extended or excused if failure to perform is directly or indirectly caused by any event beyond Seller’s control. Such events include, but are not limited to, strikes, labor disputes, riots, floods, fires, earthquakes, storms, and other natural disasters. Additionally, shortages of transportation, production failures, and supply or delivery issues related to raw materials covered by this agreement fall under the scope of this clause.

10. Protection of Intellectual Property

The Buyer agrees to uphold the Seller’s intellectual property (IP) rights, which include but are not limited to patents, copyrights, trademarks, trade secrets, and industrial designs. If the Buyer becomes aware of any infringement on the Seller’s IP rights, including third-party violations, the Buyer must promptly notify the Seller.

11. Applicable Law

The legal validity, construction, and interpretation of all documents related to this sale, as well as the rights and obligations of the involved parties, shall be subject to the laws of the province of Quebec. When accessing this website, you acknowledge that the Terms and Conditions are subject to the laws of the province of Quebec and the federal laws of Canada that apply in that region. Furthermore, you consent to abide by the legal regulations of these jurisdictions.

13. Trademarks

The trademarks, logos, service marks, and other identifying names and icons associated with products and services on this website are either owned by or licensed to Probot Systems. No content on this site grants you or any other individual the right or license to use any trademark displayed here without the explicit permission of the owner.

14. Hyperlinks

This website may include links to external sites that are beyond the management of Probot Systems. Probot Systems assume no responsibility for the content of any linked site or the accuracy of any link within such a site. Probot Systems disclaims any responsibility and shall not be held liable for any harm to your computer equipment or other property due to your use of, access to, or browsing, including the downloading of materials, data, text, or images from this website or linked external sites.

15. Exemption clause

Probot Systems’ decision not to emphasize or rigorously enforce any specific provision within these Terms and Conditions should not be interpreted as a relinquishment of any other provisions or rights outlined in this document.