Terms and Condition of Sale

 These Terms and Conditions of Sale (these “Terms”) govern the sale of certain equipment and services by RIOS Intelligent Machines, Inc. (“RIOS”) to the customer or authorized reseller (“Customer”) identified in a proposal, order, quote, or similar document incorporating these Terms by reference (the “Order”). The specific products and services are identified in the Order, and may include equipment (“Equipment”), software products (“Software”), and/or related products and services.

These Terms and the Order are collectively referred to as the “Agreement”. In the event of a conflict between these Terms and the terms of the Order, these Terms will control unless the conflicting term of the Order expressly states otherwise. RIOS’ acceptance of an Order is expressly made conditional on Customer’s assent to these Terms. Any terms and conditions that may be contained in any purchase order or other form of Customer’s shall be absolutely without force and effect, regardless of when received by RIOS. Notwithstanding the foregoing, RIOS may set forth product-specific terms in an applicable Order. Any such product-specific terms are incorporated herein by reference and shall be deemed to supplement, but not replace or supersede the terms and conditions set forth herein unless such terms expressly supersede these Terms. No waiver, alteration, or modification of any of the provisions hereof shall be binding on RIOS unless made in writing and signed by an authorized representative of RIOS. RIOS reserves the right to accept or reject any Order in whole or in part. 

1. AUTHORIZED RESELLERS. If Customer is a RIOS authorized reseller (“Reseller Customer”), Customer may resell Equipment and subscriptions Software to an end client (“Resale Client”) for the Resale Client’s own use and not further resale. Any such resale shall be in accordance with these Terms and the applicable Order. Any dispute arising with a Resale Client Customer shall be resolved solely between the Reseller Customer and the Resale Client. RIOS shall have no liability directly to any Resale Client.
   
   
2. CANCELLATION: Cancellation or modification of Orders (prior to shipment of Equipment or performance of services) are subject to RIOS’ prior written consent in each instance, which may be withheld in RIOS’ sole discretion. RIOS reserves the right to charge a cancellation, restocking, change, or similar fee in its sole discretion.
   
   
3. PRICE CHANGES: Quoted prices are subject to change at any time until an Order is accepted by both parties. 
   
   
4. PAYMENT; TAXES: PAYMENT; TAXES: Payment shall be in accordance with the terms set forth in the applicable Order. All invoices are due within 15 days from the invoice date unless otherwise provided in the Order. Outstanding balances shall accrue interest at a rate equal to the lesser of 1.5% per month and the maximum rate permitted by applicable law, from due date until paid, plus RIOS’ reasonable costs of collection. RIOS reserves all other rights granted under the Uniform Commercial Code for Customer’s failure to pay for product(s) or any other breach by Customer of this Agreement. Under no circumstances shall RIOS be obligated to pay or accept any back charges from Customer. There shall be added to the purchase price of each product amounts equal to any sales, use, or equivalent taxes required to be collected by RIOS, unless Customer provides RIOS with an appropriate exemption certificate. Notwithstanding any specified payment terms, RIOS may require payment in advance of shipment of Equipment or performance of services. The purchase price shall become immediately due and payable and RIOS may cancel any unfilled portion of a shipment upon Customer’s failure to make any payment when due.
   
   
5. SECURITY INTEREST: Customer grants to RIOS a purchase money security interest in any Equipment delivered hereunder and in proceeds from the sale, exchange, collection, or disposition thereof, until Customer has paid the applicable purchase price in full for such Equipment. Customer shall, upon request by RIOS, provide all information and signatures required by RIOS to perfect such security interest. RIOS reserves all rights granted to a secured creditor under the Uniform Commercial Code, including the right to repossess upon default by Customer.
   
   
6. SOFTWARE: Equipment provided may operate with embedded software (“Embedded Software”). RIOS grants to Customer a limited, non-exclusive, personal, non-transferable, non-sublicensable license to use any Embedded Software solely in connection with the normal use and operation of the Equipment as intended by RIOS in accordance with this Agreement. Any Software products identified in an Order other than Embedded Software are subject to RIOS’ Software Terms of Service (“Software Terms”) available here. Each Reseller Customer shall secure the express agreement of its Resale Clients to the Software Terms. In the event of a conflict between this Agreement and a Software Terms, the Software Terms will control with respect to the Software products, and this Agreement will control with respect to all other matters. Embedded Software and other Software products are licensed, not sold. 
   
   
7. COMMISSIONING AND CONFIGURATION: If included in an Order and subject to Customer’s payment of all applicable fees, RIOS will provide its standard commissioning, configuration, and related support services with respect to the Software and Equipment. Customer will provide RIOS with the access and information required by RIOS to provide such commissioning, configuration, and related support services.
   
   
8. DELIVERY: Unless otherwise set forth in an applicable quote or order confirmation issued by RIOS, or otherwise agreed upon by RIOS in writing, delivery terms for Equipment are FCA origin (Incoterms 2020). Any surcharges levied on RIOS by suppliers or freight carriers will be charged to Customer. Quoted ship dates are based on estimates at the time of quotation. RIOS will use commercially reasonable efforts to meet the quoted ship date, but RIOS assumes no liability for additional costs or damages resulting from late deliveries. Unless otherwise agreed by RIOS in writing, RIOS may deliver Equipment in partial shipments or in advance of the specified delivery date.
   
   
9. SHORTAGE: RIOS or its suppliers may, due to manufacturing difficulties and other possible process-related reliability problems, be unable to supply Equipment in the quantities requested. In such event, RIOS shall be entitled to allocate to Customer such amounts of Equipment as RIOS deems reasonable in the circumstances and cancel the order for the remaining Equipment. RIOS shall, as its sole obligations and Customer’s sole remedy, refund any amounts paid by Customer for Equipment not delivered.
   
   
10. ACCEPTANCE: Customer shall inspect the Equipment as soon as delivered. If no notice of defect is received by RIOS within 5 business days of Customer’s receipt of the Equipment, the Equipment are irrevocably accepted. If RIOS determines that the Equipment is defective and Customer provides notice of such defect within the required period of time, RIOS may, as its sole obligations and at its option, either correct the Equipment or substitute the defective Equipment with non-defective Equipment.
    
    
11. RISK OF LOSS; TITLE: Unless otherwise set forth in an applicable quote or order confirmation issued by RIOS, RIOS shall not be liable for any Equipment lost, damaged, or destroyed while in transit, and Customer acknowledges and agrees that any risk of such loss, damage, or destruction transfers to, and is assumed by, Customer upon delivery of Equipment to a common carrier or when otherwise placed in transit. Title to Equipment transfers from RIOS to Customer concurrently with the transfer of risk of loss.
    
    
12. COMPLIANCE: Customer shall comply with (a) all instructions, requirements and restrictions (if any) set forth in the published specifications for the applicable Equipment (“Specifications”) which are incorporated herein by reference and (b) all applicable federal, state and local laws, rules, regulations, including, without limitation, any of the foregoing related to Customer’s storage, use, removal, and disposal of Equipment and any materials or debris resulting from use of the Equipment. 
    
    
13. LIMITED WARRANTY: The sole and exclusive warranties for the Equipment are those provided by the Equipment manufacturer. Provided that Customer has paid for the Equipment in full, upon delivery of the Equipment to Customer, RIOS assigns any manufacturer’s warranties for such Equipment to Customer (“Manufacturer Warranties”). RIOS warrant that any services to be performed by it under this Agreement will be performed in a professional manner in accordance with the requirements of this Agreement. Provided that Customer notifies RIOS in writing of any breach of the foregoing warranty within 30 days after performance of the defective services (specifying the breach in reasonable detail), RIOS shall, as its sole obligation and Customer’s sole and exclusive remedy, re-perform the services which gave rise to the breach. RIOS EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. RIOS DOES NOT WARRANT THAT THE EQUIPMENT, SOFTWARE, OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. EXCEPT FOR THE MANUFACTURER WARRANTIES, NO WARRANTIES ARE MADE BY ANY OF RIOS’ LICENSORS OR SUPPLIERS. 
    
    
14. RETURNED GOODS POLICY: All returns of Equipment are subject to prior authorization of RIOS, in its sole discretion. All returns are subject to a restocking charge, in addition to any restocking fees which may be charged by the manufacturer of the Equipment. The amount of such restocking charge may vary based on the extent to which the Equipment was customized for Customer and the extent to which the Equipment may be repurposed by RIOS after the return. The amount of such restocking charge shall be at RIOS’ sole discretion. Any restocking charges assessed to RIOS as a result of Customer’s return of the Equipment shall be passed on to the Customer in full.
    
    
15. PROPRIETARY INFORMATION: RIOS may provide proprietary information to Customer in connection with the Equipment, Software, and/or services. Customer agrees that such information shall include all information which Customer knows or reasonably may know is confidential to RIOS. Such information shall remain the exclusive property of RIOS, and Customer agrees to preserve and protect such information and to take all other acts reasonably requested by RIOS with respect to it. Upon RIOS’ request, Customer will return to RIOS all documents containing RIOS’ proprietary information and retain no copies thereof. Customer agrees that its obligation to protect RIOS’ proprietary information shall be ongoing and shall not cease upon completion or termination of this Agreement.
    
    
16. ADVICE: RIOS may provide Customer technical advice regarding the Equipment, but RIOS does not control or supervise the subsequent manufacture, fabrication, or installation of Equipment or their use after sale, and does not warrant or guarantee such advice.
    
    
17. INDEMNIFICATION: Customer is solely responsible for its storage, use, removal, and disposal of Equipment and any materials or debris resulting from use of the Equipment. To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless RIOS, its subsidiaries, affiliates, parents, partners, their successors and assigns, and each of their past and present directors, officers, employees and agents (collectively “Indemnitees”), jointly and severally, from and against any and all losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses, including, without limitation, reasonable attorneys’ fees and expenses, which Indemnitees may sustain, incur, or become liable for in defending or compromising any suit, action, or other proceeding arising out of, related to, or in any way connected with Customer’s purchase, sale, or use of product(s), including, but not limited to, (a) Customer’s misuse of Equipment or (b) any other acts or omissions, willful misconduct or negligent misconduct, whether active or passive, on the part of Customer; provided, however, Customer shall have no indemnity obligations under this paragraph for any losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses to the extent caused by the willful misconduct or negligent misconduct of an Indemnitee.
    
    
18. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL RIOS BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF RIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) RIOS’ TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY PRODUCT SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNTS PAID TO RIOS BY CUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST RIOS. ANY LIABILITY ARISING IN CONNECTION WITH THE SOFTWARE PRODUCTS WILL BE FURTHER LIMITED BY THE SOFTWARE TERMS. NO ACTION RELATING TO THE EQUIPMENT OR SERVICES MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER SHIPMENT OF THE EQUIPMENT. CUSTOMER AGREES THAT RIOS’ AFFILIATES HAVE NO OBLIGATION OR RESPONSIBILITY IN CONNECTION WITH THE EQUIPMENT, SOFTWARE, SERVICES OR ANY ORDER THEREFORE. 
    
    
19. EXPORT: This Agreement is subject to all laws, regulations, orders and other restrictions on the export from the U.S. or re-export of the Equipment or Software. Customer shall not export directly or indirectly any Equipment or Software to any country for which an export license or other governmental approval is required at the time of export without first obtaining all necessary licenses and approvals. Customer shall hold RIOS harmless from any liability arising from Customer’s failure to comply with such laws, regulations and orders, or the provisions of this paragraph.
    
    
20. FORCE MAJEURE: RIOS shall not be liable for any delays in making delivery where occasioned by strikes, differences with workers, or any causes beyond the control of RIOS, including, but not limited to, fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation. Where delays or failures of delivery are caused by labor difficulties, RIOS shall not be obligated to seek or obtain any settlement which, in RIOS’ sole judgment, is not in RIOS’ best interest.
    
    
21. MISCELLANEOUS: This document constitutes the entire agreement of the parties and supersedes all existing agreements and all other oral or written communication between them concerning its subject matter. None of the terms and conditions contained herein may be added to, modified, superseded, or otherwise altered except by a written document signed by an authorized representative of RIOS. The paragraph headings contained herein are intended for convenience of reference only and shall not affect the interpretation of any provision. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding any of its conflict of law provisions that would require the application of the laws of another jurisdiction. The parties agree to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California for actions related to the subject matter hereof. To the extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods 1980 (sometimes referred to as the Vienna Convention) does not apply to these Terms. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY ACTION ARISING OUT OF THESE TERMS, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS AND TORT CLAIMS.