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Autoblocks, Inc. — Terms and Conditions of Sale

Effective Date: May 20, 2026  |  Supersedes all prior versions.

THESE TERMS AND CONDITIONS OF SALE (THE “TERMS”) GOVERN ALL SALES OF GOODS, SOFTWARE, AND SERVICES BY AUTOBLOCKS, INC. (“SELLER,” “AUTOBLOCKS,” “WE,” OR “US”) TO THE EXCLUSION OF ANY OTHER TERMS, INCLUDING ANY TERMS APPEARING ON BUYER’S PURCHASE ORDER, INVOICE, OR OTHER DOCUMENT, EXCEPT AS EXPRESSLY AGREED IN A WRITING SIGNED BY AN AUTHORIZED OFFICER OF SELLER. ANY ADDITIONAL OR INCONSISTENT TERMS PROPOSED BY BUYER ARE HEREBY REJECTED.

“Seller” means Autoblocks, Inc., a New Jersey corporation. “Buyer” means the person or entity identified as the purchaser on the applicable Purchase Order. “Products” means the goods, software (including AutoCode™ and AutoBlocks™ control software, firmware, and related applications), services, design, integration, consulting, training, and any other deliverables identified in a Purchase Order. “Purchase Order” or “PO” means a written order submitted by Buyer for Products.

1. Acceptance; Order of Precedence

A quotation issued by Seller is not an offer and is not capable of acceptance by Buyer. Only a Purchase Order submitted by Buyer constitutes an offer, and no Purchase Order is binding until accepted in writing by an authorized representative of Seller. By submitting a Purchase Order, paying any deposit or invoice, taking delivery of any Product, or otherwise using any Product, Buyer is conclusively deemed to have accepted these Terms in their entirety. In the event of any conflict, the order of precedence is: (a) the written, mutually signed agreement (if any); (b) Seller’s written Purchase Order acceptance; (c) these Terms; (d) the Purchase Order. Pre-printed boilerplate on Buyer’s PO is null and void.

2. Prices and Taxes

(a) Prices quoted are net and exclude all sales, use, value-added, goods and services, excise, privilege, customs, duties, tariffs, and similar charges, all of which are Buyer’s sole responsibility. (b) Prices are subject to change at any time prior to Seller’s acceptance of a Purchase Order, and Seller reserves the right to adjust pricing on accepted orders to reflect any increase in raw materials, components, labor, freight, or tariffs occurring between order acceptance and shipment, upon written notice to Buyer. (c) All prices are FCA West Caldwell, NJ or FCA Fairfield, NJ (Incoterms 2020), at Seller’s election. Risk of loss passes to Buyer upon tender of the Products to the first carrier. (d) All prices are in U.S. Dollars. (e) Buyer shall pay all import/export duties and obtain any required licenses at its own expense.

3. Payment Terms; Late Charges

(a) Unless otherwise stated on Seller’s accepted PO, payment is due net thirty (30) days from invoice date. For orders exceeding USD $20,000: 50% is due upon Seller’s acceptance of the PO; 30% is due at the earlier of notice of readiness to ship or delivery; and the remaining 20% is due net 30 days from delivery, regardless of installation, commissioning, or Buyer acceptance status. (b) Any amount not paid when due shall accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the due date until paid in full. (c) Buyer shall reimburse Seller for all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees. (d) Buyer has no right of setoff, deduction, recoupment, or counterclaim, and shall pay all invoices in full notwithstanding any dispute. (e) If Buyer becomes delinquent on any invoice, Seller may, at its option and without liability, suspend further performance, cease shipments, revoke credit, demand payment in advance, repossess any Products in which Seller has retained a security interest, and/or terminate any open Purchase Orders.

4. Delivery; Time Not of the Essence

Time is not of the essence with respect to any delivery, performance, or work schedule. Any delivery dates stated by Seller are estimates only and are not guarantees. Seller will use commercially reasonable efforts to meet stated schedules but shall have no liability of any kind for any delay in delivery or performance, regardless of cause. Partial shipments are permitted and shall be separately invoiced and paid. Buyer shall accept delivery within five (5) business days of notice of readiness; thereafter Seller may invoice for storage at $250 per Product per week and risk of loss shall be on Buyer.

5. Cancellation; Changes; Restocking

An accepted Purchase Order is firm and non-cancellable. Buyer may not cancel, suspend, defer, or modify any Purchase Order without Seller’s prior written consent, which may be withheld in Seller’s sole discretion. If Seller consents to cancellation, suspension, deferral, or change: (a) Seller may retain all deposits and progress payments as liquidated damages and not as a penalty; (b) Buyer shall reimburse Seller for 100% of all costs incurred or committed prior to such cancellation (including without limitation labor, engineering, materials, tooling, restocking, supplier cancellation fees, and overhead) plus a reasonable allowance for profit of not less than 25%; (c) Returns of any Product accepted at Seller’s discretion are subject to a restocking fee of 15% of the original purchase price, plus all return freight, inspection, repackaging, and refurbishment costs. Custom, configured-to-order, or special-built Products are non-returnable and non-refundable.

6. Limitation of Liability

SELLER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY PURCHASE ORDER, OR ANY PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT. IN NO EVENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LIQUIDATED DAMAGES, INCLUDING WITHOUT LIMITATION: (1) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (2) LOSS OF USE OF EQUIPMENT, FACILITIES, OR DATA; (3) DOWNTIME, PRODUCTION INTERRUPTION, OR LOST PRODUCTION; (4) COST OF SUBSTITUTE GOODS, SERVICES, OR COVER; (5) DAMAGE TO OTHER PROPERTY; OR (6) CLAIMS BY THIRD PARTIES — EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ANY CLAIM AGAINST SELLER MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR IT IS PERMANENTLY BARRED.

7. Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 8, SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, COMPATIBILITY, SYSTEM INTEGRATION, OR UNINTERRUPTED OR ERROR-FREE OPERATION. ANY ADVICE, RECOMMENDATION, OR ASSISTANCE PROVIDED BY SELLER IS PROVIDED “AS IS” AND BUYER ASSUMES ALL RISK FOR ITS RELIANCE. NO COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE SHALL BE USED TO MODIFY THESE TERMS.

8. Limited Warranty

Subject to the exclusions and limitations in Sections 9, 10, and 11, Seller warrants to the original Buyer only that Products manufactured by Seller will be free from defects in material and workmanship under normal use, properly installed and maintained in accordance with Seller’s written instructions, for a period of one (1) year from the date of shipment (the “Warranty Period“). This warranty is not transferable; any purported transfer is void. Spare and replacement parts are warranted for the remainder of the original Warranty Period or 90 days from shipment of the replacement, whichever is longer.

9. Exclusive Remedy

Buyer’s sole and exclusive remedy, and Seller’s entire liability, for breach of the warranty in Section 8 shall be, at Seller’s sole election: (a) repair of the defective Product; (b) replacement with a conforming Product, FCA Seller’s facility, with transportation prepaid only to a U.S. destination; or (c) refund of the purchase price actually paid for the specific defective Product, against return of that Product. Seller may require Buyer to return the allegedly defective Product, freight prepaid, for inspection. No Product may be returned without a Return Material Authorization (RMA) number issued by Seller.

10. Warranty Exclusions

The Section 8 warranty does not apply to any defect, failure, or non-conformance caused by or arising from: (a) installation, use, storage, operation, or maintenance not in strict accordance with Seller’s written instructions; (b) normal wear and tear, consumables, perishables, or expendable items (including but not limited to seals, gaskets, belts, filters, fuses, lamps, lubricants, batteries, and end-effectors); (c) abuse, neglect, misuse, accident, impact, electrical surge, environmental conditions outside published specifications, or unauthorized modification, repair, or attempted repair; (d) integration with, or interference from, any third-party hardware, software, network, or process; (e) Buyer-supplied parts, materials, programs, recipes, or specifications; (f) failure to install firmware or software updates issued by Seller; (g) use of non-Seller-approved consumables, replacement parts, or accessories; (h) claims not made in writing within ten (10) days after discovery and within the Warranty Period; or (i) any cause not the direct result of a defect in Seller’s manufacture. For robotic screw fastening, the warranty is void unless Buyer supplies parts free of burrs and flash, clean, dry, and conforming to print. For Component Preparation Services, Seller is not liable for damage to Buyer’s parts. Seller makes no representation regarding compliance with any federal, state, provincial, local, or foreign law, code, regulation, or ordinance applicable to the installation, operation, or use of the Products at Buyer’s facility; compliance is solely Buyer’s responsibility.

11. Third-Party Products

The Section 8 warranty does not extend to any component, part, accessory, or software that Seller did not manufacture (including bearings, valves, motors not labeled “Autoblocks Absolute Motor,” seals, electrical components, vision systems, end-effectors, and third-party software). Such items are sold to Buyer “AS IS” subject only to the warranty (if any) provided by the original manufacturer, which Seller will pass through to Buyer to the extent permitted. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD-PARTY PRODUCTS.

12. Software License (AutoCode™, AutoBlocks™, and Related Software)

(a) License Grant. Subject to Buyer’s full and continued compliance with these Terms and full payment of all amounts due, Seller grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the executable form of Seller’s software (including AutoCode™, AutoBlocks™ Studio, firmware, HMI, PLC programs, and related applications, collectively the “Software“) solely on the specific hardware unit(s) sold by Seller and solely for Buyer’s internal manufacturing operations. (b) Restrictions. Buyer shall not, and shall not permit any third party to: (i) copy, modify, adapt, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or algorithms of the Software, except to the minimum extent expressly permitted by non-waivable law; (iii) sell, lease, lend, rent, sublicense, distribute, host as a service, or otherwise make the Software available to any third party; (iv) remove, obscure, or alter any proprietary notices; (v) use the Software to operate any hardware not sold by Seller, or to develop a competing product; or (vi) bypass, disable, or interfere with any license, security, or usage-control mechanism. (c) Ownership. The Software and all intellectual property rights therein are and remain the exclusive property of Seller. No title, ownership, or rights are transferred to Buyer except the limited license expressly granted herein. All rights not expressly granted are reserved by Seller. (d) Updates. Seller may, but is not obligated to, provide updates, patches, or new versions. Any such updates are subject to these Terms unless accompanied by a separate license. (e) Data and Telemetry. Buyer acknowledges and agrees that the Software and Seller’s hardware may collect operational, diagnostic, performance, usage, error, machine state, and configuration data (“Telemetry“). Seller owns all Telemetry and may collect, store, use, analyze, aggregate, anonymize, and commercially exploit Telemetry for any lawful purpose, including without limitation product improvement, predictive maintenance, benchmarking, analytics, model training, and the development of new products and services, in perpetuity, without compensation to Buyer. Buyer grants Seller a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Telemetry for any purpose. (f) Audit. Seller may audit Buyer’s use of the Software upon five (5) business days’ notice. Underpaid license fees plus audit costs are payable upon demand. (g) Termination. The license terminates automatically upon any breach by Buyer; upon termination Buyer shall immediately cease all use and destroy all copies. (h) No Source Code. No source code is licensed, delivered, or escrowed under these Terms.

13. Intellectual Property; Confidentiality

All intellectual property rights in or relating to the Products, Software, documentation, designs, drawings, specifications, processes, tooling, know-how, and any custom engineering work performed by Seller (collectively, “Seller IP“) are and shall remain the exclusive property of Seller, even when developed in connection with or paid for by Buyer. Nothing in these Terms transfers any ownership of Seller IP to Buyer. Buyer assigns to Seller all right, title, and interest in any feedback, suggestions, or ideas Buyer provides regarding the Products or Software. Buyer shall hold all non-public information disclosed by Seller (including pricing, drawings, software, Telemetry methods, and engineering data) in strict confidence and shall not disclose or use it except as necessary to use the Products as authorized. Buyer’s confidentiality obligations survive termination indefinitely with respect to trade secrets and for five (5) years for other confidential information.

14. Field Service

(a) All requests for on-site field service must be authorized by an accepted Purchase Order. Minimum service charge is USD $2,500, which includes one day of service plus round-trip travel from Seller’s facility. (b) Additional days are billed at USD $1,300 per day (or Seller’s then-current rate). (c) Buyer shall reimburse Seller for all actual travel, lodging, ground transportation, baggage, and meal expenses for Seller’s personnel, door-to-door, plus a 10% administrative fee. (d) Materials and replacement parts are billed at Seller’s then-current list price and are additional to service rates. (e) Service rates are subject to change without notice for orders not yet accepted. (f) Buyer shall provide a safe work environment, adequate utilities, and necessary site access; delays attributable to Buyer are billed at full rates.

15. Rigging, Lifting, and Electrical Work

Seller will not rig, lift, hoist, or move any equipment of any kind. Buyer shall provide and pay for a certified rigger and any required permits. Seller will not disconnect, connect, terminate, or work on any voltage above 240V. Buyer shall provide a certified electrician licensed in the applicable jurisdiction to perform such work under Seller’s general supervision. Buyer is solely responsible for compliance with OSHA, NEC, NFPA 79, and all other applicable workplace and electrical safety requirements.

16. Shipping; Force Majeure

Time is not of the essence. Seller shall not be liable for any failure or delay in performance caused, in whole or in part, by any event or circumstance beyond Seller’s reasonable control, including without limitation: acts of God; war (declared or undeclared), terrorism, civil unrest, riots; strikes, lockouts, or other labor disputes (whether or not involving Seller’s employees); fire, flood, earthquake, severe weather; pandemic, epidemic, or governmental orders restricting business operations; cyberattack; embargo, sanctions, export controls, tariffs, or other government action; shortages or unavailability of materials, components, semiconductors, energy, fuel, transportation, or labor; supplier or subcontractor delay; failure of utilities or telecommunications; or any other cause not reasonably foreseeable. During any force majeure event, Seller’s performance is suspended for the duration plus a reasonable recovery period, and Seller may, at its option, allocate available supply among customers, increase price to reflect cost increases, or terminate any affected Purchase Order without liability.

17. Buyer’s Indemnification

Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, suits, actions, proceedings, demands, judgments, settlements, fines, penalties, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expert fees) arising out of or related to: (a) the Products after delivery; (b) Buyer’s installation, use, operation, maintenance, modification, integration, repair, resale, or disposal of the Products; (c) any personal injury, death, or property damage occurring at or in connection with Buyer’s facility or process; (d) Buyer’s breach of these Terms; (e) Buyer’s negligence or willful misconduct, or that of any person acting on its behalf; (f) any Buyer-supplied specifications, parts, materials, designs, recipes, or programs (including infringement claims arising therefrom); (g) Buyer’s combination, integration, or use of the Products with any item not supplied by Seller; or (h) any violation of law by Buyer. Buyer’s indemnification obligations are not subject to any cap or limitation in these Terms.

18. Assignment

Buyer shall not assign, delegate, or transfer any rights or obligations under these Terms or any Purchase Order, by operation of law, change of control, merger, or otherwise, without Seller’s prior written consent, which may be withheld in Seller’s sole discretion. Any attempted assignment without such consent is void. Seller may freely assign, delegate, or subcontract its rights and obligations.

19. Title; Security Interest

Title to and ownership of the Products remain in Seller until Buyer has paid all amounts due in full in cleared funds. Buyer grants Seller a continuing purchase-money security interest in the Products and all proceeds thereof until paid in full, and authorizes Seller to file UCC-1 financing statements and any other instruments necessary or desirable to perfect such interest. Upon any default, Seller may repossess the Products without judicial process to the extent permitted by law, in addition to all other available remedies.

20. Compliance with Laws; Export Controls

The Products may be subject to U.S. and foreign export controls and economic sanctions, including the Export Administration Regulations, the International Traffic in Arms Regulations, and OFAC sanctions (“Trade Control Laws“). Buyer shall: (a) comply with all Trade Control Laws; (b) not export, re-export, divert, or transfer the Products, Software, or any technical data to any restricted country, end-user, or end-use without all required governmental authorizations; (c) not cause Seller to violate any Trade Control Laws; (d) comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, and trade compliance laws including the U.S. Foreign Corrupt Practices Act; and (e) defend, indemnify, and hold Seller harmless from any liability arising from Buyer’s non-compliance. Buyer represents that it is not a Restricted Party and shall promptly notify Seller if it becomes one.

21. Mandatory Binding Arbitration; Class Action Waiver; Jury Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

(a) Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, any Purchase Order, the Products, or the relationship between the parties — whether sounding in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after termination — shall be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator selected in accordance with those rules. The seat and legal place of arbitration is Essex County, New Jersey, USA, and the language of arbitration is English. Judgment on the award may be entered in any court of competent jurisdiction. (b) Class and Representative Action Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MASS, OR PRIVATE-ATTORNEY-GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. (c) Jury Trial Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING IN ANY WAY TO THESE TERMS OR THE PRODUCTS. (d) Carve-Outs. Notwithstanding the foregoing, either party may bring an action in court (i) for injunctive or other equitable relief to protect its intellectual property or confidential information; (ii) to collect undisputed amounts owed; or (iii) in small-claims court for claims within that court’s jurisdiction. (e) Governing Law; Venue (Carved-Out Claims). These Terms are governed by the laws of the State of New Jersey, excluding its conflicts-of-law principles and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any action permitted in court under Section 21(d), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Essex County, New Jersey, and waive any objection based on inconvenient forum.

22. No Waiver; Severability

No provision may be waived except in a writing signed by Seller, and no failure or delay in exercising any right waives that right. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or if unmodifiable, severed, and the remaining provisions shall remain in full force.

23. No Third-Party Beneficiaries; Independent Contractors

These Terms create no rights in any third party. The parties are independent contractors; nothing creates any partnership, agency, joint venture, employment, or fiduciary relationship.

24. Notices

All notices to Seller must be in writing and sent by certified mail or recognized overnight courier to: Autoblocks, Inc., Attn: Legal Department, West Caldwell, NJ, with a copy by email to info@autoblocks.co. Notices to Buyer may be sent to the address shown on the Purchase Order.

25. Entire Agreement; Amendments; Updates

These Terms, together with Seller’s accepted Purchase Order, constitute the entire agreement and supersede all prior or contemporaneous proposals, quotations, negotiations, term sheets, letters of intent, drafts, and communications (written or oral) relating to the subject matter. These Terms may be amended only by a writing signed by authorized representatives of both parties. Seller reserves the right to update these Terms from time to time by posting a revised version at autoblocks.co/terms-and-conditions/; the version in effect on the date of Seller’s acceptance of a Purchase Order governs that order. Headings are for convenience only. Sections 6, 7, 10, 11, 12, 13, 17, 19, 20, 21, 22, 24, and 25, and any payment obligations, survive termination or expiration.

Contact

Questions regarding these Terms? Contact us at info@autoblocks.co or 917-557-6858.