GENERAL SALES CONDITIONS

FOR DEALERS, DISTRIBUTORS, CUSTOMERS & OEM PARTNERS

EasyRobotics ApS

Aligned with Incoterms® 2020

1. Scope and Applicability

These General Sales Conditions (“GSC”) apply to all sales, deliveries, quotations, order confirmations, and agreements between EasyRobotics ApS (“EasyRobotics”) and Dealers, Customers, Distributors, and OEM partners (“Partner”) concerning products, systems, components, spare parts, software, documentation, and services related to robotic automation, including modular shelving systems, robotic frames, machine tending and palletizing structures.

Any terms and conditions of the Partner are expressly rejected unless explicitly accepted in writing by EasyRobotics. These GSC shall prevail over any conflicting documents.

2. Relationship

The Partner / Customer acts as an independent contractor. Nothing herein creates an agency, joint venture, or partnership. The Partner has no authority to bind EasyRobotics.

3. Quotations and Orders

Quotations are non-binding unless stated otherwise and valid for 30 days. Orders are binding only upon written order confirmation by EasyRobotics.

4. Prices

Prices are net, excluding VAT, customs duties, insurance, transport, installation, commissioning, and public charges. Prices may be adjusted due to changes in costs, logistics, or exchange rates

5. Delivery Terms – Incoterms® 2020

Unless otherwise agreed in writing, delivery shall be made **EXW – Ex Works (EasyRobotics ApS, Sønderborg, Denmark) Incoterms® 2020**.

Risk of loss or damage transfers to the Partner when the goods are made available at EasyRobotics’ premises. If alternative Incoterms® 2020 are agreed, such terms shall apply strictly as defined by Incoterms® 2020 without extension of EasyRobotics’ obligations.

6. Delivery Time

Delivery times are estimates only and not binding. Delays do not entitle the Partner to cancellation, penalties, or damages.

7. Payment Terms

Payment is due as defined in Quotation and invoice.

In case of late payment:

Reminder fee: EUR 75 per reminder

Late payment fee: 2% of the total outstanding amount per commenced 20-day period.

Statutory interest and all collection and legal costs shall be borne by the Partner

EasyRobotics may suspend deliveries, warranties, and services until full payment has been received

8. Retention of Title

Ownership of the goods remains with EasyRobotics until full and irrevocable payment, including fees, interest, and costs, has been received.

9. Integration, Installation, and Compliance

The Partner is solely responsible for transport, export/import formalities, system integration, installation, CE marking (where applicable), safety validation, and compliance with all local laws and regulations.

10. Warranty

EasyRobotics grants a 13-month warranty from the date of delivery covering defects in materials and workmanship under normal industrial use.

Warranty remedies are limited to repair or replacement at EasyRobotics’ sole discretion.

The warranty excludes wear parts, misuse, overload, incorrect installation, or unauthorized modifications

11. Spare Parts

Availability of spare parts is guaranteed for a minimum of 4 years from delivery. Prices and lead times are subject to change.

12. Limitation of Liability

EasyRobotics’ total liability is limited to the net invoiced value of the defective product.

EasyRobotics shall not be liable for indirect, incidental, or consequential damages, including loss of production, profit, or downtime.

13. Indemnification

The Partner shall indemnify and hold EasyRobotics harmless against all claims arising from resale, integration, system design, representations, or end-user operation.

14. Intellectual Property

All intellectual property rights remain the exclusive property of EasyRobotics. No rights are transferred except the limited right to resell or integrate the products.

15. Confidentiality

All commercial, technical, and pricing information is confidential and shall not be disclosed without prior written consent.

16. Force Majeure

EasyRobotics shall not be liable for failure or delay caused by events beyond reasonable control, including supplier failure, transport disruption, strikes, or governmental actions.

17. Governing Law and Jurisdiction

All agreements are governed by Danish law. Exclusive jurisdiction lies with the courts of Denmark.

These General Sales Conditions supersede all prior versions and apply unless explicitly agreed otherwise in writing.