Standard Terms & Conditions of Sale
1. GENERAL
All sales of goods and/or services (collectively, “Products”) by AutonomyX (“AutonomyX”) to the purchaser (“Purchaser”) are expressly conditioned upon the Purchaser’s acceptance of both the applicable quotation issued by AutonomyX (“Quote”) and these Standard Terms and Conditions of Sale (collectively, the “Agreement”). Any terms or conditions proposed by Purchaser that are additional to or inconsistent with those stated herein are expressly rejected and shall have no force or effect. Acceptance of delivery of, or payment for, the Products shall constitute conclusive acceptance of these Terms and Conditions. No amendment or waiver of any term shall be valid unless in a written instrument signed by an authorized officer of AutonomyX.
2. PRICES AND PAYMENT TERMS
All prices quoted are exclusive of applicable federal, state, local, and international taxes or duties, which shall be added to AutonomyX’s invoice and are payable by Purchaser. Prices are subject to change based on vendor pricing. Unless stated otherwise in the Quote or a signed agreement, payment is due within thirty (30) calendar days from the date of invoice, with no early payment discount. Payments shall be made in U.S. Dollars via credit card, wire transfer, or as directed by AutonomyX. AutonomyX may, at its discretion, modify credit terms, require advance payment, or cancel orders if reasonable doubt arises concerning Purchaser’s creditworthiness. Past due amounts are subject to interest at 1.5% per month or the maximum rate permitted by law. Purchaser shall also reimburse all reasonable costs and attorney’s fees incurred in connection with collection efforts. AutonomyX retains a security interest in the Products until full payment is received. Purchaser shall cooperate in executing documents to perfect such interest. Purchaser shall not offset any amounts due from AutonomyX against amounts payable to AutonomyX.
3. CANCELLATIONS AND CHANGES
No order may be canceled or modified without AutonomyX’s prior written consent. Approved cancellations or changes are subject to a cancellation fee of $150.00 plus up to 100% of the quoted value. Unauthorized changes or cancellations shall constitute a breach of this Agreement and entitle AutonomyX to all available legal and equitable remedies.
4. DELIVERY AND RISK OF LOSS
All delivery dates are non-binding estimates. AutonomyX will make reasonable efforts to meet delivery timelines. Delivery terms, unless otherwise stated in the Quote, are as follows: (a) for U.S. domestic shipments, delivery is FOB AutonomyX’s designated facility; and (b) for all other shipments, delivery is FCA (Incoterms 2020) AutonomyX’s designated facility. Title and risk of loss transfer upon delivery in accordance with the applicable shipping terms. Purchaser shall provide shipping instructions and all relevant logistical details. In the absence of such instructions, AutonomyX may determine the method of shipment and arrange insurance at Purchaser’s cost. AutonomyX is not liable for delay or damage after Products are delivered to the initial carrier. All claims for loss or damage in transit shall be directed to the carrier. Products are deemed accepted unless a written rejection notice is received within five (5) days of delivery. Standard domestic packing is included; special packing requirements will be billed to Purchaser.
5. FORCE MAJEURE
AutonomyX shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, labor disruptions, material shortages, government actions, and similar events. Performance obligations shall be suspended during such force majeure events. If such inability to perform continues for more than thirty (30) days, Purchaser may reduce commitments by sourcing from alternate suppliers but may not terminate the Agreement.
6. INTELLECTUAL PROPERTY
All intellectual property rights related to the Products, including but not limited to patents, copyrights, trademarks, documentation, technical data, and know-how, remain the sole property of AutonomyX or other vendors in which products are originally purchased. Purchaser shall not acquire any rights except as necessary to use the Products for their intended purpose. No reverse engineering, decompilation, or disassembly is permitted.
7. CONFIDENTIAL INFORMATION
All information provided by AutonomyX to Purchaser under this Agreement, including technical data, shall be treated as confidential and proprietary. Such information may not be disclosed or used by Purchaser except for purposes directly related to the transaction. Purchaser shall not reverse engineer or otherwise misuse any aspect of the Products.
8. THIRD-PARTY WARRANTIES
AutonomyX assigns to Purchaser all transferable end-user warranties provided by third-party manufacturers, to the extent permitted.
9. PROTOTYPE AND R&D PRODUCTS; FUNCTIONAL SAFETY DISCLAIMER
AutonomyX Products are prototypes or intended for research and development. Such Products are not certified for functional safety applications and must only be used by qualified personnel in controlled environments. PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Purchaser assumes all responsibility for determining fitness for use and shall indemnify and hold AutonomyX harmless from any claims arising from unauthorized or unsafe use.
10. LIMITATION OF LIABILITY; INDEMNIFICATION
AutonomyX shall have no liability arising from use of the Products or software provided. AutonomyX’s total liability for any claim shall not exceed the amount paid by Purchaser under the applicable Quote. AutonomyX shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or revenue. These limitations apply to all claims, whether based in contract, tort, or other legal theory. Claims must be brought within one (1) year of the delivery date. Purchaser agrees to indemnify AutonomyX for claims related to misuse of software packages or prototype Products. In addition, AutonomyX assumes no responsibility or liability for any accidents, equipment failures, property damage, personal injury, or loss of life resulting from the use or misuse of example codes. Users are solely responsible for verifying, testing, and validating the software in any application. By using software packages, the user acknowledges and accepts all associated risks and agrees to hold the AutonomyX harmless from any claims or liabilities arising from their use in safety-critical applications.
11. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days’ written notice of a material breach not cured within such period. Termination is automatic upon a party’s insolvency, bankruptcy filing, or assignment for the benefit of creditors unless cured within thirty (30) days if filed by a third party.
12. SOFTWARE LICENSE
All software embedded in or provided with Products is licensed, not sold. Purchaser may not modify, reverse engineer, or distribute the software except as expressly permitted. AutonomyX’s licensors are third-party beneficiaries of applicable license terms.
13. GOVERNMENT CONTRACTS
If Products are acquired under a government contract, Purchaser shall inform AutonomyX of any mandatory flow-down clauses. Additional compliance obligations shall entitle AutonomyX to adjust pricing or, if necessary, terminate the Agreement with Purchaser bearing all incurred costs.
14. EXPORT COMPLIANCE
Products are subject to export control laws of applicable jurisdictions. Purchaser agrees to comply with all such laws and not to export, re-export, or transfer Products to prohibited destinations or persons. AutonomyX may suspend or terminate the Agreement without liability if export compliance is compromised or prohibited.
15. DATA PROTECTION
Personal data provided by Purchaser shall be used in accordance with AutonomyX’s privacy policy, available upon request. AutonomyX may disclose such data to third parties, including debt recovery agents, for lawful purposes related to this Agreement.
16. GOVERNING LAW AND ARBITRATION
This Agreement shall be governed by the laws of the State of Florida, excluding conflict of law rules. Any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration in Florida, under the rules of the American Arbitration Association.