I. General Provisions

1.1 Purpose

For the purpose of regulating the sales and service affairs in the global market of Shenzhen AUTOOL Technology Ltd (hereinafter referred to as “AUTOOL”), we hereby formulate these terms.

1.2 Scope

1.2.1 In these Standard Terms and Conditions, "AUTOOL" shall mean Shenzhen AUTOOL Technology CO., Ltd. All sales of product described are subject to the following terms and conditions which supersede any earlier set of conditions appearing in the sales catalog or elsewhere and any variation of these terms and conditions in any document of the buyer or otherwise is inapplicable unless accepted in writing by AUTOOL.

1.2.2 By placing an order or accepting the goods delivered by AUTOOL, the customer agrees to the terms of AUTOOL.

II. Quotation and Deliveries

2.1 All quotations are valid subject to confirmation unless the quotation carries a time limit (e.g. to a change in material price). The order confirmation of AUTOOL constitutes the basis of the contract and the determining factor for the scope of delivery. The order placed by the customer is binding on the customer. After AUTOOL submits the order confirmation, it is deemed that the order has been accepted by AUTOOL. In the case of ordering accessories in the product catalog, if AUTOOL submits the order confirmation together with the invoice and the goods issued, it shall also be deemed that AUTOOL submits the order confirmation on time. In the case of quotations with time limit and acceptance period, the quotation is not binding if AUTOOL fails to submit the order confirmation on time. AUTOOL reserves the right to change the design and make modifications to the technical data and performance characteristics for the purpose of technological progress. AUTOOL will announce any such changes and discontinuation of products in the catalogue on the website (www.autooltech.com) at an appropriate time in advance.

2.2 Any documents submitted for OEM or ODM orders are owned by the customer. When AUTOOL prepares and issues a quotation, the above-mentioned documents shall prevail. Any subsequent changes to the quotation must be indicated in writing when the order is placed.

III. Price and Payment

3.1 Payment must be made by bank transfer or other payment method available on the shopping site before the product can be shipped to you. The payment amount is in USD, EUR, RMB and other currencies supported by the platform. For payments by bank transfer, we will send you AUTOOL's bank account details via official email. The name or company of the bank account holder must match the name or company of the person placing the order. The price is based on the price on the AUTOOL order confirmation.

3.2 Delivery costs are borne by the customer unless agreed upon in the contract.

3.3 In the event of overdue payment, AUTOOL reserves the right to claim damages or surcharges resulting from late payment.

IV. Date of Delivery

4.1 The delivery date specified in the order confirmation shall be binding only if all technical and commercial details are specified before the delivery date. The customer undertakes to provide all necessary materials to fulfill the order by the delivery date.  If the goods leave AUTOOL's factory before the above date or AUTOOL informs the customer that it is ready for dispatch, the above date of dispatch shall be deemed to have been fulfilled.

4.2 AUTOOL shall not be liable for any delay in delivery during the period of force majeure mentioned above.

V. Acceptance of goods

5.1 Within 24 hours after the goods arrive at the delivery place agreed upon by both parties, the customer shall check and accept the goods in terms of the type, quantity, packaging, appearance, specifications, etc. of the goods in accordance with the provisions of the contract and order confirmation. If it is not signed on time due to any objection, the goods will be regarded as accepted.

VI. Risk Transfer

6.1 The risk for all delivery work is borne by the customer. If requested by the customer, AUTOOL can arrange insurance for the goods covering theft, breakage, transport, fire and water damage and any other insurable risks. The cost of the insurance is borne by the customer.

VII. Retention of Title

7.1 Title to the goods supplied shall remain with AUTOOL until the customer has settled in full the amount owed (including any balance owed by the customer prior to the establishment of the business relationship with AUTOOL, regardless of the legal source). AUTOOL's fullfill of the above-mentioned retention of ownership of the goods shall not be regarded as AUTOOL's withdrawal from the contract. On the contrary, the above-mentioned actions shall serve as a guarantee for AUTOOL's rights under the sales contract and also a supplement to the right of repossession of property, including, of course, the right to obtain compensation for damages and loss of profits.

7.2 If the customer does not comply with the contractual provisions (especially the customer delays payment), the remaining balance of the goods will be immediately due for payment. In the above mentioned cases, AUTOOL is entitled to pick up the goods at the customer's address after submitting a demand for payment to the customer. At this point, the customer does not have any title to the goods.

VIII. Returned or Exchange Goods

8.1 If you are a reseller or an OEM, ODM client, please submit a reasonable reason for the return or exchange first. Subject to reasonable and legitimate grounds, AUTOOL will bear the related costs. Provided that the above procedure does not result in an unreasonable request from the customer to AUTOOL.

8.2 If you are an AUTOOL user and are not satisfied with the AUTOOL products purchased from the online authorized shopping platform and offline authorized dealers, you can return the products within seven days from the date of receipt; or you may exchange it for another product of the same value within 30 days from the date of delivery.

Returns are only permitted with AUTOOL's written permission. Return shipping costs will be borne by the customer.

8.3 Returned and exchanged products must be in fully saleable condition with documentation of the relevant bill of sale, all relevant accessories and original packaging.

8.4 AUTOOL will inspect the returned items to ensure that they are in good condition and eligible. Any item that does not pass inspection will be returned to you and you will not receive a refund for the item.

8.5 You can exchange the product through the customer service center or AUTOOL authorized distributors; the policy of return and exchange is to return the product from where it was purchased. If there are difficulties or problems with your return or exchange, please contact AUTOOL Customer Service.

IX. Warranty And Limitation of Liability

9.1 From the date of receipt, we provide a 3-YEAR WARRANTY for the main unit and 1-year warranty for all the accessories included.

9.1.1 Warranty Access: 1. The repair or replacement of products is determined by the actual breakdown situation of product; 2. It is guaranteed that AUTOOL will use brand new component, accessory or device in terms of repair or replacement; 3. If the product fails within 90 days after the customer receives it, the buyer should provide both video and picture, and we will bear the shipping cost and provide the accessories for the customer to replace it free of charge. While the product is received for more than 90 days, the customer will bear the appropriate cost and we will provide the parts to the customer for replacement free of charge.

9.1.2 These conditions below shall not be in warranty range:1. The product is not purchased through official or authorized channels; 2. The product breakdown because the user does not follow product instructions to use or maintain the product.

9.2 Warranty Description

In accordance with these terms of sale, AUTOOL is responsible for the quality defects of the goods, the legality of ownership and the quality guarantee, as follows:

9.2.1 Upon discovery of defective parts, AUTOOL shall repair or (by submitting brand-new parts) replace for free.

9.2.2 If the product is damaged by transportation, AUTOOL is obliged to do its best to help customers to repair it, and provide technical guidance and spare parts.

9.2.3 In the event that custom software is involved, AUTOOL shall guarantee that the custom software complies with the functions and features specified in the technical parameters, order confirmation, related information and program descriptions. The above mentioned programs are not guaranteed by AUTOOL to be free of defects when used in the various applications specified by the Customer, especially those applications that AUTOOL has no knowledge of at the time of development or acceptance or that have not been tested.

9.2.4 The customer shall notify defects of the products in writing to us, but no later than 15 days after receipt of the goods.

9.2.5 If the customer submits a defect claim with reasonable grounds, AUTOOL will bear the related costs. Provided that the defect claim is valid, including the cost of the replacement part, the cost of shipping the replacement part and reasonable unloading and re-installation costs and provided that the above procedures do not result in an unreasonable claim by the customer to AUTOOL.

9.2.6 The customer shall allow AUTOOL the time and opportunity to make repairs or exchanges, otherwise AUTOOL shall not be liable for the consequences arising therefrom. In case of emergency, in order to prevent significant damage if operational safety is at risk, the customer has the right, with AUTOOL's permission, to correct the product defect by itself or by a third party and AUTOOL will reimburse for the necessary costs. AUTOOL shall not be liable for any consequence of a defective repair work carried out by the customer or by a third party.

9.2.7 Furthermore, AUTOOL shall not be liable for any damages based on: improper or inappropriate use, storage or incorrect installation of the product by the customer or a third party, unauthorized repair and modification, natural wear and tear, faulty or negligent handling, or chemical effects, electric field effects, etc. beyond the capabilities of AUTOOL, and the use of the product for purposes other than those for which it was designed or the use of the product not in accordance with AUTOOL-related materials such as manuals, product catalog sheets, and detailed instructions, no matter how the above information is provided. In particular, information related to the conditions of use of AUTOOL products (e.g. lubrication instructions, compressed air quality/other operating requirements, environmental conditions, etc.). Additionally, the warranty will be void if the customer or a third party modifies the manipulator/software without AUTOOL's prior permission and without any other valid reason, even if an unmodified part is faulty.

X. Resale

10.1 The goods purchased by the customer from AUTOOL can be resold directly to any third party for their own reasons. Third-party users enjoy the same rights as AUTOOL products.

XI. Export Restrictions

11.1 By mutual agreement, delivery of the Goods is subject to all applicable export controls on technology and products imposed by any region or agency or country (including China, the United Nations, the European Union and the United States) that may be enforced in the jurisdiction where AUTOOL is located or limit. The Goods and all related technical information, documents and materials shall not be directly or indirectly imported or exported, re-exported, trans-shipped, traded, transferred or transferred in violation of the foregoing controls or restrictions, upon confirmation by the Customer.

XII. Failure to perform and Breach of contract

12.1 If AUTOOL loses the ability to perform the contract before the risk is transferred, the customer has the right to withdraw from the contract. The customer may also withdraw from the contract if the order for similar goods cannot be fulfilled, or if the partial delivery of the goods cannot be carried out and the customer has a legitimate reason for refusing to deliver the goods in parts. If the customer chooses not to withdraw from the contract, the customer is entitled to a corresponding price reduction. In the event of delayed performance by AUTOOL and failure to perform within the reasonable extension granted by the Customer to AUTOOL, the Customer shall have the right to withdraw from the contract to the extent provided by law. If the receipt or acceptance is delayed due to the fault of the customer, the customer shall bear the consequences and responsibility for the acceptance.

12.2 If the customer suffers losses due to AUTOOL's delay, the customer has the right to claim for breach of contract. For each week of delay (regardless of further claims), for the delayed part of the goods, AUTOOL shall pay the customer a liquidated damages equivalent to 0.5% of the value of the above-mentioned delayed goods, and the cumulative liquidated damages shall not exceed 2% of the value of the delayed goods.

XIII. Force Majeure

13.1 Due to acts of force majeure beyond the control of AUTOOL (including but not limited to government embargoes, blockades, forfeiture or freezing of assets, delay or refusal to grant or suspend or revoke import or export licenses, or any other government action; fire, flood, severe weather, or any other natural disaster; quarantine, strike or lockout; riot; civil strife, insurrection, civil disobedience or criminal or terrorist act, war, shortage of materials or delayed delivery to AUTOOL by a third party.), resulting in AUTOOL will be exempted from delays in delivery and in the performance of any other contractual obligations. In the event of any force majeure, the time of delivery, the payment term and any payment under the letter of credit shall be extended by an amount equal to the time of delay. If the force majeure situation continues for six months, AUTOOL may choose to terminate this contract without penalty and shall not be regarded as a breach of contract.

XIV. Liability

14.1 In any event and regardless of the cause of action, AUTOOL's total maximum liability to the Customer under this Agreement (including obligations to pay fines, liquidated damages, regardless of cause, degree of fault, negligence, breach of contract or otherwise) shall be limited to one-half (1/2) of the single order price for which AUTOOL is liable only.

14.2 In no event shall AUTOOL be liable for any indirect or consequential damages arising under this Agreement, including, but not limited to, any loss of revenue, loss of profits, loss of anticipated benefits and savings, loss of production or operational interruption, loss of contracts or business opportunities, loss of goodwill, loss or corruption of data, loss of investment and opportunity costs, third party claims and all related and incidental costs and expenses.

14.3 Apart from liability for defects in the deliverables, AUTOOL shall be liable only in the event of intentional or gross negligence on the part of AUTOOL or its personnel, or in the event of a culpable defect in the product which endangers life, person or health and which AUTOOL has concealed in bad faith or has warranted the absence of such a defect, provided that the above liability is for personal injury and property damage related to the use of the product as provided for in the Product Liability Act.

XV. Statutory limitation

15.1 The statutory time limits for any claim (regardless of legal grounds) shall be governed by the relevant Chinese law.

XVI. Confidentiality obligations

16.1 The customer undertakes to maintain the confidentiality of all information, know-how and other industrial secrets involved in the fulfillment of the order. Customer shall not transfer or provide any information, documents, materials, drawings, sketches or other documents to any third party without the express permission of AUTOOL. AUTOOL is also obliged to keep all customer information confidential.

XVII. Transfer

17.1 Neither party may assign all or part of its rights and obligations under the contract to a third party without the prior written consent of the other party.

XVIII. Jurisdiction

18.1 All disputes arising from the contractual relationship shall be subject to the jurisdiction of the Shenzhen People's Court of China.

XIX. Applicable law

19.1 The laws of the People's Republic of China shall apply to the contractual relationship between AUTOOL and the customer.

19.2 These Terms are governed by the laws of the People's Republic of China, excluding conflict of laws provisions.

19.3 The sole jurisdiction for all disputes arising out of or relating to these Terms of Use shall be the courts of the place of incorporation of AUTOOL. Nevertheless, AUTOOL is also entitled to bring proceedings against the customer in its general jurisdiction or any other competent court.