ATTENTION: ALL SUPPLIERS TO AMAZING KOBOTIC INDUSTRIES INC.
PURCHASE ORDER TERMS AND CONDITIONS :
1. Agreement. By accepting this purchase order (“PO”), you agree to be bound by, and to
comply with all terms and conditions of, this PO. References to “you” and “your” mean the
supplier listed on the face of this PO. This PO is to be signed by you and emailed back to
Amazing Kobotic Industries Inc. (AKI) within forty-eight (48) hours of receipt confirming your
ability to meet scheduled deliveries. Absent such written acknowledgement, your full or partial
performance under this PO will constitute acceptance of all of these terms and conditions.
These terms and conditions apply to everything listed in this PO and constitute AKI’s offer to
you, which AKI may revoke at any time before you accept it. TERMS AND CONDITIONS
THAT ARE DIFFERENT FROM OR IN ADDITION TO THE TERMS AND CONDITIONS IN
THIS PO, WHETHER CONTAINED IN ANY ACKNOWLEDGMENT OF THIS PO, OR
OTHERWISE, WILL NOT BE BINDING ON AKI.
2. Services. Unless otherwise specified in this PO, AKI will only be responsible for payment
for hours actually worked by your employees, agents, contractors and subcontractors and will
not be responsible for any other costs, expenses or amounts, including, without limitation, any
amounts in respect of meals, accommodation, transportation, mileage, telephone charges,
photocopying, travel time, stand-by time (such as weekend layovers near the job site) or
incremental overtime rates.
3. Inspection. All deliverables under this PO (“Deliverables”) will be subject to inspection and
test by AKI at all times and places including the period of manufacture and in any event prior
to final acceptance by AKI in order to assess work quality, conformance with specifications,
and conformance with your representations, warranties and covenants under this PO. If any
inspection or test is made on your premises or one of your sub-suppliers’, you will provide all
reasonable facilities and assistance for the safety and convenience of the inspectors in the
performance of their duties at no additional charge. AKI failure to inspect or reject nonconforming
Deliverables or failure to detect defects by inspection will not relieve you from
responsibility under this PO. You will provide and maintain an inspection
and process control system acceptable to AKI covering the Deliverables hereunder. Records
of all inspection work by you will be kept complete and available to AKI during the
performance of this PO and for such longer periods as may be specified in this PO.
4. Shipping/Insurance. Unless stated to the contrary on the face of the PO and except as
expressly set forth in these PO terms and conditions (such as to transfer of risk), the
Deliverables will be delivered on the delivery date(s) specified on the face of this PO. For
greater certainty, receipt of such delivery at your facility does not constitute acceptance of the
Deliverables by AKI. AKI will specify the carrier, mode of transport and shipping instructions.
Where you do not have those instructions from AKI then you will obtain the same.
5. Title, Risk of Loss. Unless expressly stated to the contrary on the face of the PO, risk of
loss and/or damage to all Deliverables will remain with you until delivery to, and off loading at,
AKI premises at which time the risk of loss and/or damage will pass to AKI. All Deliverables
delivered by you under the PO will be free and clear of all liens and encumbrances. Title will
pass to AKI upon AKI’s acceptance of the Deliverables at AKI’s premises.
6. Terms of Payment. N60 upon delivery and acceptance of Deliverables by AKI at AKI’s
premises pursuant to the terms of this PO unless otherwise agreed upon terms have been
made and will appear on the face of the purchase order.
7. Prices and Substitutions. Prices for the Deliverables will be those set out on the face of the
PO. You will not make any substitutions or modifications to the Deliverables unless AKI has
provided its consent in writing.
8. Invoices/Documentation. AKI’s PO number will appear on all packages, packing slips,
invoices, correspondence, customs documentation, bills of lading, and other associated
transportation documentation. No PO, no payment will be made.
9. Taxes and Duties. Unless expressly excluded in the PO, prices for the Deliverables are
inclusive of all taxes, including but not limited to, sales taxes, value added taxes, business
transfer taxes, customs duties, import/export duties, withholding taxes and excise taxes.
Incoterms terms will apply and will be on the PO. Where applicable, the Harmonized Sales
Tax (“HST”) will be shown as a separate line item on your invoice and your HST/QST
Registration number will be clearly indicated on the invoice.
10. Default and Termination. Time is of the essence for this PO. AKI may, by written notice of
default to you, terminate the whole or any part of this PO if (a) you fail to perform within the
time specified within this PO or any extension AKI might grant you, or (b) you either fail to
perform any of the other provisions of this PO or fail to make progress as to endanger
performance of this PO in accordance with its terms. Upon such termination AKI may procure,
upon such terms as it will deem appropriate, goods or services similar to those so terminated,
in which case you will continue performance of this PO to the extent not terminated and will
be liable to AKI for any excess costs for such similar goods or services. As an alternate
remedy in lieu of termination for default, AKI, at its sole discretion, may elect to extend the
delivery schedule and/or waive other deficiencies in your performance, in which case an
equitable reduction in the PO apply. The rights and remedies of AKI provided in this clause
will not be exclusive and are in addition to any other rights and remedies provided by law or
this PO. In addition to the foregoing rights, AKI may at any time terminate this PO for
convenience at which time any claims for termination costs made by you will be settled on the
basis of reasonable costs, documented by you and, incurred by you in the course of carrying
out the PO to a maximum of 15% of the sales price of the cancelled portion of the order.
11. Warranties. You warrant that the Deliverables: (a) are free from defects in design,
materials, and workmanship for a period equal to the greater of twelve (12) months from the
date of acceptance by AKI and the warranty period set forth in the documentation for the
applicable Deliverables; (b) conform to their applicable specifications; (c) are fit for their
intended purpose; (d) are constructed of new materials; and (e) if the goods are computer
related, they contain no known computer viruses, time bombs, or code or instructions
(including any code or instructions provided by third parties) that may be used to access,
modify, delete, damage, or disable any computer, associated equipment, computer programs,
data files or other electronically stored information operated or maintained by AKI.
Additionally, the Deliverables will be subject to all written and oral warranties made by you
and your agents and to all warranties provided for by applicable laws. All warranties will run to
both AKI, its distributors and its direct and indirect customers. The warranty period for
deliverables that are used in the product AKI manufactures or re-sells will be 12 months
starting from date of customer installation
12. Repairs. You will, at your expense and at AKI’s option, repair or replace any nonconforming
or defective Deliverables and you will pay the cost of transportation of the
defective or non-conforming Deliverables to your facility and return to AKI, including air
shipments if it’s required to support production or customer demand. You will furnish AKI with
an equipment repair report which provides details of the repairs carried out by you, on
defective or non-conforming equipment.
13. Disclosure of Information. All information not generally available to the public including but
not limited to technical data, specifications, drawings, and computer software programs in
object or source code, which is provided by AKI to you or becomes known to you in the
course of supplying the Deliverables, will be deemed to be the proprietary confidential
information of AKI (the “Confidential Information”). You will not disclose the Confidential
Information to any third party without
AKI’s prior written consent, and will use the Confidential Information solely for the purpose of
supplying the Deliverables.
14. Intellectual Property. You warrant that AKI and its customers may freely use, resell or
otherwise deal with the Deliverables without infringement of patents, copyrights, trademarks,
trade secrets or other intellectual property rights held by you or any third party. You will
indemnify and save harmless AKI, its affiliated companies, distributors and customers from
and against any claims, demands, losses, costs or damages, whatsoever, in the event of any
alleged or actual infringement.
15. Waiver and Severability. No exercise, or failure or delay in exercising by AKI of any right
power or remedy vested in AKI will constitute a waiver by AKI of such right, power, or remedy
under the PO. A determination that any portion of the PO is unenforceable or invalid will not
affect the enforceability or validity of any remaining portions of the PO.
16. Indemnification. You will indemnify, defend and hold harmless AKI, its partners, and
partner’s affiliates, and their respective directors, officers, employees, agents, consultants and
subcontractors against any costs, expenses, lawyer’s fees, loss, damage or liability resulting
from any injury to persons (including injuries resulting in death) or loss of or damage to
property of others which may result, directly or indirectly, from the negligent or wrongful acts
of you or your directors, officers, employees, agents or subcontractors relating to the
performance of this order or any Deliverable supplied hereunder.
17. Compliance. You will, in your performance of this PO, comply with all applicable federal,
provincial and local statutes, laws, regulations, ordinances, or other rules. You will supply
proper substantiation for all environmental claims you make about the Deliverables consistent
with federal guidelines.
18. Independent Contractor. You are an independent contractor for all purposes, without
express or implied authority to bind AKI by contract or otherwise. You will be responsible for
all costs and expenses incident to performing its obligations under this PO.
19. Governing Law. This PO will be interpreted and governed in accordance with the laws of
the province of Ontario, and the federal laws of Canada.