General Terms and Conditions of SCHUNK Intec, Inc.
Acceptance of orders.
SCHUNK Intec’s acceptance of all orders and all offers and sale by SCHUNK Intec aresubject to and expressly conditioned upon Purchaser’s assent to these Terms andConditions, and any of Purchaser’s Terms and Conditions which are different from orin addition to those contained herein are objected to and will be of no effect unlessspecifically agreed to in writing by SCHUNK Intec. If a contract is not earlier formed byactual agreement in writing, Purchaser’s acceptance of any SCHUNK Intec’s productswill constitute acceptance of and assent to these Terms and Conditions.
Title and risk of loss.
Title and risk of loss or damage will pass to Purchaser upon delivery to the carrierat the shipping point, regardless of whether notice of delivery has been given toPurchaser. All costs and expenses of shipping and insurance will be paid byPurchaser.
Order cancellation.
Order cancellations by purchaser are subject to a reasonable charge, to bedetermined by and at the sole discretion of SCHUNK Intec. Orders for special orderproducts may not be cancelled.
Acceptance.
Products will be deemed accepted by Purchaser and Purchaser will have no right torevoke any acceptance, unless SCHUNK Intec receives written notice of rejection orrevocation of acceptance, specifying the grounds therefor in reasonable detail,within thirty (30) days after receipt of the products by Purchaser.
Taxes.
If SCHUNK Intec is required to collect or otherwise pays any sales, use, excise, orother taxes, duties, fees or assessments with respect to the manufacture, sale, use orshipment of any products hereunder (other than taxes measured by SCHUNK Intec’snet income), regardless of when the same are imposed or paid, the amount thereof
will be invoiced to and paid by Purchaser.
Limited liability.
In no event shall SCHUNK Intec. Be liable for any indirect, incidental, special, punitive,
or consequential damages of any kind, including but not limited to lost profits orrevenue arising from or in any way connected to this agreement or order, whether
for breach of warranty or other breach of contract, negligence or other tort. SCHUNK
Intec’s maximum liability for any claims arising from or in any way connected to thisagreement or order, whether in contract or tort or otherwise, shall not exceed theinvoiced purchase price of the product(s) giving rise to the claim.
Limited warranty.
All SCHUNK Intec Products are warranted to the original purchaser thereof to be freeof actual defects in material and workmanship, so long as such defect is reported toSCHUNK Intec in writing within one (1) year of Purchaser’s receipt of such Product.
SCHUNK Intec’s obligation under this warranty is limited to replacing or repairing, atSCHUNK Intec’s option, any part or parts which, upon inspection by SCHUNK Intec, arefound to have a defect in material and/or workmanship. With respect to any claim
under this warranty, Purchaser shall return the parts at its expense and risk toSCHUNK Intec. If SCHUNK Intec finds no defect in material or workmanship, Purchaser
shall bear the expense and risk of return shipment. SCHUNK Intec shall have noliability for indirect, incidental or consequential damages arising out of the use ofSCHUNK Intec Products.
The warranty set forth herein is in lieu of all other warranties and SCHUNK Intecmakes no other warranties, express, implied or statutory, including,
without limitation, warranties of merchantability or fitness for a particularpurpose.
SCHUNK Intec expressly reserves the right to substitute materials in the products
described in its catalogs and any supplements thereto.
Indemnification for infringements.
Purchaser agrees to indemnify and hold SCHUNK Intec harmless from all liabilities
and costs resulting from any suit or proceeding based upon any claimed
infringement of the rights of any third party, to the extent such claim arises out ofSCHUNK Intec’s compliance with Purchaser’s designs or specifications.
With respect to products manufactured solely to SCHUNK Intec’s designs andspecifications, SCHUNK Intec will defend any suit or proceeding brought against
Purchaser insofar as such suit or proceeding is based on a claim that such products
infringe any U.S. patent or any copyright or trade secret, provided SCHUNK Intec is
promptly notified in writing of such suit or proceeding and is given full authority,
information and assistance by Purchaser for such defense. SCHUNK Intec will pay
all damages and costs based on such claim of infringement which are finallyawarded against Purchaser in any such suit or proceeding or paid by way ofsettlement, but SCHUNK Intec will have no liability with respect to any settlement
made by Purchaser without SCHUNK Intec’s prior written consent, which SCHUNK Intecmay withhold in its sold discretion. If such products are held to be infringing andtheir use enjoined, or if in the opinion of SCHUNK Intec such products are likely tobecome the subject of a claim of infringement, SCHUNK Intec may, in its solediscretion and its expense, either (a) procure for Purchaser the right to continue
using such products, (b) modify such products so that they are non-infringing, (c)replace such products with non-infringing products, or (d) require return of suchproducts and re-fund an equitable portion of the price paid by Purchaser therefor.

Valid as of01/01/2024

The foregoing states SCHUNK Intec’s sole liability to Purchaser for any claim of
infringement based upon modification of the products by anyone other than SCHUNK
Intec, use of the products in combination with products by anyone other than
SCHUNK Intec, use of the products in combination with products or devices not madeby SCHUNK Intec, or use of the products in applications not recommended by SCHUNK
Intec.
Default.
If Purchaser fails to pay any amount when due hereunder or otherwise fails toperform its obligations hereunder, or if any proceeding is filed by or against
Purchaser under any bankruptcy, insolvency or receivership law or if Purchaser makes
an assignment for the benefit of creditors, SCHUNK Intec may, at its election upon
written notice to Purchaser (a) suspend SCHUNK’s performance; (b) terminate SCHUNK
Intec’s obligations hereunder; or (c) declare immediately due and payable allamounts owed to SCHUNK Intec hereunder or otherwise owed to SCHUNK Intec byPurchaser. Exercise of any of the foregoing remedies will not preclude exercise of anyof the others, and neither the existence nor exercise of such remedies shall be
construed as limiting any of the rights or remedies available to SCHUNK Intec under
the Uniform Commercial Code or other laws.
Excusable delays.
SCHUNK Intec will not be liable for or be in default hereunder as a result of any delay
in delivery or failure to perform due to fire, flood, act of God, labor dispute, war,riot, delays in transportation or lack of transportation facilities, accidents tomachinery, delays caused by any subcontractor or supplier or by Purchaser,compliance with any law, regulation, order or direction, whether valid or invalid, or
any governmental authority or instrumentality thereof, priorities granted at therequest or for the benefit, directly or indirectly, of any governmental authority orinstrumentality thereof, or any cause beyond SCHUNK Intec’s reasonable control,
whether similar or dissimilar to the foregoing.
General.
Unless SCHUNK Intec and Purchaser have executed a separate specific agreement withrespect to particular terms contained herein, these Terms and Conditions constitutethe entire agreement of the parties with respect to the subject matter hereof andsupersede all prior negotiations, proposals, agreements and understandings,
whether oral or written, relating to such subject matter. No representation,
warranty, course of dealing or trade usage not expressly contained or referenced
herein will be binding on SCHUNK Intec. No modification, amendment or waiver ofany provision hereof will be binding on SCHUNK Intec unless agreed to in writing by
an authorized representative of SCHUNK Intec. Failure or delay on the part of either
party to exercise any right or remedy herein shall not constitute a waiver thereof. The
invalidity or unenforceability, in whole or in part, of any provision herein will notaffect the validity or enforceability of any other provision. The captions contained
herein are for convenience or reference only and are not to be used in theconstruction or interpretation hereof.
Purchaser shall not assign or transfer any rights or duties hereunder without theprior written consent of SCHUNK Intec, and any purported assignment made without
such consent shall be void. The provisions hereof shall be binding upon and shallinure to the benefit of the successors and permitted assigns of the parties.
The agreement of the parties for the purchase of products hereunder shall begoverned by the laws of North Carolina as if made and to be performed
entirely within such state. No order will be considered accepted by SCHUNKIntec until accepted at its offices in North Carolina.
Any controversy or claim (including, without limitation, any claim based on
negligence, misrepre-sentation, strict liability or other basis) arising out of or
relating to this agreement or its performance or breach, shall be settled byarbitration in accordance with the commercial arbitration rules of theAmerican Arbitration Association. The decision in such arbitration shall be final
and binding and the award rendered thereon may be entered in any court having
jurisdiction.
Return policy.
Returned merchandise for credit must have prior authorization from SCHUNK INTEC
and is subject to a 15% handling and restocking fee. Returned items must be
shipped to SCHUNK INTEC – 211 Kitty Hawk Dr. Morrisville, NC 27560 – freight prepaid
within 60 days of original receipt.
Special or altered products are not returnable. Prices subject to change without
notice.
Freight policy.
All shipments are F.O.B. Shipping Point. Purchaser is responsible for all freightclaims. Shipment discrepancies should be reported within 48 hours of receipt ofshipment.
Payment.
All orders will be invoiced upon shipment. Payment terms are 2% 10, net 30 days.
Unless otherwise agreed in writing, SCHUNK Intec reserves the right to submit
invoices for partial shipments.
Late payment fees.
SCHUNK Intec may charge interest from the due date at the rate of 1.5% per month,or at the maximum lesser rate allowed by law. Purchaser agrees to pay all fees andexpenses of collection, including reasonable attorneys fees.

SCHUNK Intec, Inc. Clamping Technology | Gripping Technology | Automation Technology
211 Kitty Hawk Drive, Morrisville, NC 27560 | Tel: 919-572-2705 | Email: info@us.schunk.com | www.schunk.com