1. Scope
These Terms of Sale and Warranty apply to all offers, proforma invoices and deliveries of Tecnoflo UG
(haftungsbeschränkt) (Tecnoflo) to businesses within the meaning of § 14 of the German Civil Code (BGB),
legal entities under public law and special funds under public law. They do not apply to consumers.
Any terms and conditions of the customer that deviate from these terms do not apply unless Tecnoflo has
expressly accepted them in writing.

2. Offers and orders
Offers and proforma invoices are subject to confirmation as to price and availability and are valid until the date
stated in the offer, otherwise for 30 days.
The contract is formed when Tecnoflo confirms the order in writing (order confirmation).

3. Products supplied by the manufacturer
Tecnoflo distributes hardware, software and services manufactured or supplied by Grenova Robotics Inc. /
Peak Robotics, Inc. (Manufacturer). Tecnoflo grants no rights in the products beyond those granted to
Tecnoflo by the Manufacturer. Software is licensed, not sold.

4. Prices, delivery and customs
All prices are in EUR, net of statutory VAT.
The Incoterm stated in the respective offer or order confirmation applies. Where delivery DAP is agreed, the
price includes packaging, crating, freight and transport insurance to the named place. Import duties, customs
clearance and local taxes, including Swiss customs duties and Swiss VAT, are borne by the customer.
Beyond the agreed Incoterm, the Manufacturer’s allocation applies: delivery EXW Manufacturer facility
(Incoterms® 2020), with risk passing to the buyer on handover to the carrier, and freight, insurance, export
and import clearance, duties and taxes borne by the buyer.

5. Payment
Unless otherwise agreed in writing, payment is due as stated in the respective proforma invoice or at
checkout. Where no payment schedule is agreed, invoices are payable Net 30 from invoice date.
Invoices are payable without deduction. Late payments may accrue interest at the lesser of 1.5% per month or
the maximum rate permitted by law. Tecnoflo may suspend deliveries, warranty support, pricing benefits or
discounts for overdue accounts and charge the reasonable costs of collection.

6. Lead time
Any delivery time is an estimate only. Tecnoflo is not liable for any loss or expense arising from failure to meet
an estimated delivery date. The standard lead time for robot systems is 12 weeks from receipt of the initial
payment.

7. Warranty

Hardware carries the Manufacturer’s standard product warranty of one (1) year from delivery. Tecnoflo
arranges and coordinates all warranty claims with the Manufacturer; repair or replacement is carried out by
the Manufacturer at its discretion.
The warranty does not apply to products subjected to accident, misuse, neglect, improper installation,
improper transfer, improper testing, alteration, unauthorised repair, or use contrary to the Manufacturer’s
instructions, nor to wear parts and consumables.
Tecnoflo does not warrant that the products meet the customer’s requirements or that they operate in
combination with hardware or software not supplied or approved in writing by the Manufacturer. Beyond this
warranty the products are provided. 

8. Software
Software supplied with the products (KX-2 Robot Control DLL, Teach Pendant, Overlord, SDKs) is licensed,
not sold, under the Manufacturer’s licence terms. Warranty for software runs directly from the Manufacturer to
the customer.

9. Liability
Tecnoflo is not liable for consequential, incidental, special, indirect or cover damages, or loss of profits,
however arising, even if advised of the possibility of such damage.
Tecnoflo’s aggregate liability is limited to the amounts paid for the goods concerned, and otherwise to the
amounts paid in the twelve months preceding the event giving rise to liability. These limitations apply to the
maximum extent permitted by law.

10. Export control and sanctions
Export and distribution of the products may be subject to the export control and sanctions law of the United
States, the United Kingdom and the European Union. The customer shall comply with all applicable
regulations and shall not supply the products, directly or indirectly, to sanctioned countries, persons or
organisations.

11. Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural
disasters, embargoes, riots, war, requirements of law and national or regional emergencies. Payment
obligations are not excused.

12. Applicable law and jurisdiction
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction is Berlin, Germany.