Advanced Automation Innovations, LLC

GENERAL SALES TERMS AND CONDITIONS
FOR THE SALE OF GOODS AND TECHNICAL SUPPORT SERVICES

1. Applicability

These terms and conditions of sale (these “Terms”) govern the sale of goods (“Goods”) and provision of technical support services (“Services”) by Advanced Automation Innovations, LLC, a Pennsylvania limited liability company (the “Seller”) to any purchaser of such Goods or Services (the “Buyer”).

If a separate signed contract exists between the Parties covering the same subject matter, that agreement shall prevail over these Terms.

Together, Seller and Buyer are the “Parties.”

2. Entire Agreement

Seller’s quotation, order confirmation, invoice, or notice (collectively, the “Sales Confirmation”) along with these Terms (together, the “Agreement”) form the entire agreement. Buyer’s terms and conditions are expressly rejected.

3. Orders and Acceptance

• All Buyer purchase orders are subject to Seller’s written acceptance.
  
  

• Orders not confirmed within 30 days are deemed rejected.
  
  

4. Delivery of Goods

• Delivery shall be made EXW Seller’s facility in Pennsylvania unless otherwise agreed.
  
  

• Risk of loss passes to Buyer upon delivery to carrier.
  
  

• Partial shipments may be made.
  
  

• If Buyer delays shipment, Goods may be stored at Buyer’s expense and deemed delivered.
  
  

5. Shipping and Insurance

Unless Buyer maintains its own freight insurance, Seller will procure freight insurance at Buyer’s cost. Buyer must inspect Goods upon delivery and promptly notify Seller of damage or defects to preserve claims.

6. Inspection and Rejection of Nonconforming Goods

• Buyer must inspect Goods within 5 days of delivery.
  
  

• Only Goods that (i) differ materially from order or (ii) are incorrectly labeled may be rejected.
  
  

• Seller’s remedy is limited to replacement or refund.
  
  

7. Price and Payment Terms

• Prices are as stated in the Sales Confirmation.
  
  

• All taxes, duties, and charges are the Buyer’s responsibility (except Seller’s income taxes).
  
  

• Payment is due net 15 days from invoice date unless otherwise agreed.
  
  

• Late payments accrue interest at 1.5% per month.
  
  

8. Services (Technical Support)

In addition to Goods, Seller may provide technical support Services. The following apply:

a. Scope of Services

• Services include installation guidance, troubleshooting, maintenance advice, and related technical assistance for Goods provided by Seller.
  
  

• Services do not include on-site labor unless separately agreed in writing.
  
  

• Seller may subcontract Services, provided Seller remains responsible.
  
  

b. Service Availability

• Standard response time: Seller will acknowledge support requests within 1 business day.
  
  

• Service hours: Monday–Friday, 8:00 a.m. – 5:00 p.m. Eastern Time (excluding holidays).
  
  

• Emergency support (after-hours): subject to availability and additional charges.
  
  

c. Exclusions
Services do not cover:

• Failures caused by improper installation, misuse, or unauthorized modification.
  
  

• Third-party equipment not supplied by Seller.
  
  

• Cosmetic or incidental damage unrelated to performance.
  
  

d. Buyer Responsibilities
Buyer shall:

• Provide Seller with necessary access, documentation, and cooperation.
  
  

• Maintain adequate records of equipment use and maintenance.
  
  

• Follow Seller’s technical recommendations.
  
  

e. Limitation on Services
Services are provided on a reasonable-efforts basis only. Seller does not guarantee uninterrupted operation or specific performance outcomes.

9. No Warranty

All Goods and Services are provided “AS IS” WITHOUT WARRANTY, including implied warranties of merchantability or fitness for a particular purpose.

10. Limitation of Liability

• Seller’s total liability under this Agreement is limited to the amounts paid by Buyer for the specific Goods or Services at issue.
  
  

• Seller shall not be liable for indirect, incidental, or consequential damages.
  
  

11. Compliance with Law

Buyer shall comply with all applicable laws, including import/export regulations, and shall not use Goods for prohibited applications (nuclear, aerospace, military, life-sustaining equipment, etc.).

12. Termination

Seller may terminate this Agreement or any order immediately if Buyer fails to pay, breaches obligations, or becomes insolvent.

13. Confidentiality

All proprietary or confidential information disclosed by Seller shall remain confidential for at least 3 years, or indefinitely if it constitutes a trade secret.

14. Force Majeure

Seller shall not be liable for delays caused by events outside its control (acts of God, strikes, supply chain interruptions, pandemics, etc.).

15. Governing Law & Jurisdiction

This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules. Any disputes arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in Pennsylvania, and the Parties hereby consent to the personal jurisdiction of such courts. 

16. Miscellaneous

• Buyer may not assign this Agreement without Seller’s consent.
  
  

• The Parties are independent contractors.
  
  

• No third-party beneficiaries are intended.
  
  

• Any amendments must be in writing and signed by both Parties.
  
  

📌 Version: 01/2025 (AAI – General Use)

Advanced Automation Innovations, LLC

STANDARD SALES TERMS (SHORT FORM)

These terms apply to all sales of goods and technical support services (“Products” and “Services”) by Advanced Automation Innovations, LLC (“Seller”) to the purchaser (“Buyer”).

1. Orders & Acceptance

All orders are subject to Seller’s acceptance. Seller may accept by written confirmation or delivery.

2. Delivery & Risk

Delivery is EXW Seller’s facility (Pennsylvania) unless agreed otherwise. Risk of loss passes to Buyer when goods are handed to the carrier.

3. Prices & Payment

• Prices are as quoted or confirmed by Seller.
  
  

• Buyer is responsible for all taxes (except Seller’s income tax).
  
  

• Payment due net 15 days from invoice date. Late payments accrue 1.5% per month interest.
  
  

4. Technical Support Services

• Services include installation guidance, troubleshooting, and maintenance advice for Seller-supplied equipment.
  
  

• Support hours: Monday–Friday, 8:00 a.m.–5:00 p.m. ET.
  
  

• After-hours or on-site services may incur additional charges.
  
  

• Services are provided on a reasonable-efforts basis only and without guarantee of specific results.
  
  

5. Warranty Disclaimer

All goods and services are provided “AS IS” WITHOUT WARRANTY, including merchantability or fitness for a particular purpose.

6. Limitation of Liability

Seller’s total liability is limited to the price Buyer paid for the specific product or service at issue. Seller is not liable for indirect or consequential damages.

7. Compliance & Use

Buyer is responsible for complying with laws and regulations and must not use products for prohibited applications (nuclear, aerospace, life-support, etc.).

8. Termination

Seller may cancel orders or suspend performance if Buyer fails to pay or breaches obligations.

9. Governing Law

This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules. Any disputes arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in Pennsylvania, and the Parties hereby consent to the personal jurisdiction of such courts. 

📌 Version: 01/2025 – Short Form