

REALBOTIX TERMS AND CONDITIONS OF SALE OF PRODUCTS

Last Updated: 28.11.2017





IMPORTANT – READ CAREFULLY BEFORE ORDERING REALBOTIX PRODUCTS. BY CLICKING ON THE “I AGREE” BUTTON, YOU INDICATE YOUR FULL ACCEPTANCE OF THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. YOU MUST NOT PURCHASE THE PRODUCT UNTIL YOU HAVE READ AND ACCEPTED THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT PROCEED WITH THE PURCHASE. This Agreement is made between Realbotix, LLC. a company duly constituted under the laws of United States of America, State of Delaware, with headquarters at 16192 Coastal Highway, Lewes, Delaware 19958 and you, the Buyer of the Product, either an individual or an entity.





ARBITRATION NOTICE: THIS AGREEMENT CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND REALBOTIX, LLC AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND REALBOTIX, LLC WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.





Ability to Accept Purchase and Sale Agreement



You affirm that you are at least 18 years of age or the age of majority in the jurisdiction you are buying the product on, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If you are under 18 or the applicable age of majority, you are not permitted to purchase or use the Product.





1. Definitions:



“Agreement” means this Realbotix Terms and Conditions of Sale of Products.



“Acceptance” means your act of checking the “I Agree” button as acceptance of this Agreement.



“Purchaser”, “Buyer” or “you” means the individual purchasing the Products on his or her own behalf; or, if the Buyer is acting on behalf of an entity or person this definition shall also includes them as well as its successors and assignees.



“Seller”, “Realbotix” or “us” means Realbotix, LLC.



“Party/Parties” means either Buyer or Seller, or both together, depending upon the context.



“Products" means the Robotic Head System, Bluetooth devices and/or other spare parts commercialized by Realbotix and related user documentation and explanatory materials or files provided in written, “online” or electronic form.



“Website” means the pages hosted on www.realbotix.com domain.



2. Scope



The Scope of this Agreement is the purchase of Products by you from Realbotix as chosen by you and shown on the ‘Cart’ section of your Account on Website.



You agree and represent that you are buying Product for your own internal use and not for resale. If Product purchased under this Agreement is intended for export, it may be subject to export regulations. You accept full responsibility for and agree to comply fully with all export regulations, including obtaining export licenses.





3. Pre-Orders



Some Products are currently under development and they are not ready for delivery. Their estimated time for conclusion is stated on the Website. All deliveries set forth on this Agreement regarding Products purchased as pre-order will be suspended until confirmation of their conclusion by Realbotix. You can pre-order those products to secure the delivery of the early produced units.



After Realbotix confirms your Payment, we will buy materials to start the production or assembly of the Product. If you require a Cancellation of the order prior the shipment, 50% (fifty-percent) of the Payment will be refunded.







4. Price, Tax and Payment



The Price (“Price”) for Products is set forth in the Website by the time of Acceptance of this Agreement. Prices are subject to change at any time prior to Realbotix’s acceptance of your order.



The Price does not include any taxes or charges, whether federal, state or local. Buyer shall be liable for all such taxes and charges and for any exemption therefrom.



Shipments within California are subject to CA state sales tax (8.75%). Sales tax will be added to any order shipping within California regardless of the residency of the buyer. Sales tax will be added to any order picked up at our factory regardless of the residency of the buyer



Payment terms are at Realbotix’s sole discretion and all orders are subject to Realbotix’s credit approval. (“Payment”). You must provide appropriate credit references upon request and authorize us to obtain credit history from such references. You agree to pay the total purchase price for the Products, plus tax and shipping (to the extent shipping is not prepaid by you, including shipping charges billed to Realbotix as a result of using your carrier account number or a carrier selected by you).



Invoices are due and payable within the time frame and in the currency specified on the invoice, measured from the date of invoice. You agree to pay interest on all past-due amounts at the lower of one and one-half percent (1.5%) per month or the maximum rate allowed by law. You will be responsible for Realbotix’s costs of collection for any payment default, including, but not limited to, court costs, filing fees and attorneys’ fees.



In the event that Payment to Realbotix is refused by the card issuer authority or cancelled by you, Realbotix reserves the right, without any liability and without prejudice to its other rights, (i) to terminate this Agreement or to suspend the performance of its obligations under this Agreement, and (ii) to institute other actions and remedies permitted by applicable law.





5. Refunds and Cancellations



You may cancel any order for Product at no charge up to five (5) business days after Payment upon written notice to Realbotix. After such period and before shipment, fifty percent (50%) of the total amount paid will be refunded. After shipment, you will not be entitled to refund.





6. Delivery of Products



Availability of Product is subject to change without notice. Realbotix reserves the right to cancel orders related to Product discontinuation or unavailability, and to correct this website at any time, including pricing errors not detected until after Realbotix’s confirmation or e-mail response.



Realbotix will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages due to delays or the failure to meet a stated delivery schedule. Realbotix reserves the right to make deliveries in instalments. Delay in delivery of one instalment will not entitle you to cancel other instalments. Product will be delivered to you FOB Destination (your designated facility), freight prepaid and added. Title and risk of loss shall pass to you when Product is delivered to your designated facility. Notwithstanding anything to the contrary in this paragraph, title to any software remains with Realbotix, and software delivery occurs when it is first made available by Realbotix for your use. Your use rights and obligations related to the software are contained in the license agreement between you and Realbotix.



Realbotix is not liable for any cost incurred or related to any customs authority, which shall be your sole responsibility.





7. Warranty



Realbotix warrants that the Product will be free from defects in design, materials and workmanship under normal use, maintenance and appropriate handling for a period of three (3) months from the delivery (“Warranty Period”).



Realbotix undertakes, at its discretion and provided that you have notified Realbotix in writing of the defects promptly following discovery and within the applicable Warranty Period, and has given Realbotix the opportunity to examine and test the defective parts: (i) to repair or replace defective Products covered by the warranty; or (ii) issue you a credit for, or a refund of, the Price paid for the Product.



All parts of Product replaced in connection with warranty replacements shall become the property of Realbotix.



The Warranty shall not apply to and Realbotix shall not be liable for: (i) defects, damages, losses or costs (a) resulting from ordinary wear and tear, improper or incomplete handling, storage, operation, maintenance or other use of the Product by you or third parties, or (b) caused by non-compliance with Realbotix’s manuals or instructions; or (ii) repairs or modifications to the Product made by you or third parties without a prior written consent of Realbotix.



THE EXPRESS WARRANTIES AND REMEDIES PROVIDED IN THIS CONTRACT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY REALBOTIX TO YOU. ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, ARE HEREBY WAIVED AND DISCLAIMED.





8. Limitation of Liability



NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY CONTAINED IN THIS AGREEMENT, REALBOTIX’S LIABILITY TO BUYER SHALL NOT EXCEED BUYER’S DIRECT OUT-OF-POCKET COSTS, AND IN SUCH CASE ONLY TO THE EXTENT CAUSED BY REALBOTIX’S NEGLIGENT ACTS OR OMISSIONS. IN ADDITION, REALBOTIX SHALL IN NO EVENT OR CIRCUMSTANCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, COSTS OR LOSSES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS; OR FOR CLAIMS RAISED BY BUYER OR THIRD PARTIES. REALBOTIX’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO 100% OF THE PRICE. NO ACTION ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN SIX (6) MONTHS AFTER THE DAMAGE, LOSS OR EXPENSE OCCURRED.





9. Force Majeure



Realbotix shall not be liable for any unforeseen events or circumstances beyond its reasonable control including, but not limited to, strike or other labor conflicts, acts of God, shortage of material, casting failure, acts of war, acts of terrorism, fire, flood, governmental acts or regulations, transportation restrictions and the like, and to the extent affecting performance under the Agreement. Realbotix’s time for performance of any obligation will be extended for the time period of such causes, or Realbotix may, at its sole discretion, cancel any order or remaining part thereof, without liability, upon notice to you.





10. Termination



You may cancel any order for Product at no charge up to five (5) business days after Payment upon written notice to Realbotix, unless such Product has been modified or otherwise reconfigured in accordance with your specifications. Cancellation shall not relieve your duty to pay for Products shipped or expenses incurred by Realbotix prior to such notice. If an order is cancelled prior to shipment, your sole remedy and Realbotix's sole obligation will be a refund of half the Price paid for the Product.





11. Software and Intellectual Property



All drawings, operating and maintenance manuals, designs, software (including updates and new versions), plans, records, instructions, prints and specifications which are furnished to Buyer in connection with Product shall remain the exclusive property of Realbotix (or its third party supplier, if applicable) and are delivered to Buyer only for use and maintaining the Product sold hereunder and Buyer shall not use or permit the use of any of them for any other purpose without Realbotix's prior written consent. Buyer may not reproduce, license or sub-license, copy or publish, or permit reproduction, copying or publication of the above documents or transfer software without Realbotix’s prior written consent.





12. Arbitration



You and Realbotix, LLC agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to this Agreement or the use of the Product that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Realbotix, LLC are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of this Agreement.



Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with the Terms of this Agreement. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.



Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.



Expenses. Each party shall bear its own expenses of arbitration regardless of the determination on the merits.



Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Realbotix, LLC. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the terms of this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Realbotix, LLC.



Waiver of Jury Trial. YOU AND REALBOTIX, LLC WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Realbotix, LLC are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Realbotix, LLC over whether to vacate or enforce an arbitration award, YOU AND REALBOTIX, LLC WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.



Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR BUEYR CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR BUYER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth herein.



Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement. Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Realbotix, LLC can force the other to arbitrate. To opt out, you must notify Realbotix, LLC in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, and your email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement. You must either mail your opt-out notice to this address: Realbotix, LLC, ATTN: Arbitration Opt-out, 475 East Carmel Street, San Marcos, California 92078. Small Claims Court. Notwithstanding the foregoing, either you or Realbotix, LLC may bring an individual action in small claims court.



Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Realbotix, LLC.



Exclusive Venue. To the extent that this Agreement allow you or Realbotix, LLC to initiate litigation in a court, both you and Realbotix, LLC agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the End-User License Agreement will be litigated exclusively in the Superior Court of California, County of San Diego. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the United States District Court for the Southern District of California. You and Realbotix, LLC consent to the personal jurisdiction of both courts.



Choice of Law. Except to the extent they are pre-empted by U.S. federal law, the laws of Delaware, other than its conflict-of-laws principles, govern this Agreement and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to this Agreement or their subject matter.



Period for Bringing Actions. No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.





13. Miscellaneous



Any notice given between the Parties under this Contract may be given by courier, personal delivery or mail, postage prepaid, or by e-mail or similar electronic method. The date of service shall be the date on which the notice is received.



Realbotix may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products and/or assign the right to receive payments without your consent. You may not assign this Agreement or any of its rights or obligations without the prior written consent of Realbotix. Subject to the restrictions in assignment contained in this provision, this Agreement will be binding on and inure to the benefit of the parties hereto and their successors and assignees.



No waiver by Realbotix of a breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of such or any other provision.



If any provision of this Agreement shall be held invalid or unenforceable, the remaining provisions shall remain in full force and effect.



The provisions of this Agreement constitute the entire and final agreement and understanding between Realbotix and you and all prior communications between the Parties, whether in writing or verbal, are superseded hereby.



Contact Information. Should you have any questions concerning this Agreement, or if you desire to contact the Licensor for any reason, please contact our Customer Department at: contact@realbotix.com.



Copyright © 2017-2020 Realbotix, LLC. and its licensors. All rights reserved. The Product and Software, including any accompanying documentation, are copyrighted and protected by copyright and trademark laws and international copyright and trademark treaties, as well as other intellectual property laws and international agreements.