General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (“T&C”) apply to all sales of goods and services by Blue Ocean Robotics Inc (hereinafter referred to as “us” or “Seller”) and shall prevail over any conflicting or contrary terms and conditions in any purchase order or other communication from the buyer (hereinafter rereferred to as “you” or “Buyer”)

1.2 No such conflicting or contrary terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.

1.3 In placing any order or accepting delivery from us, you accept these T&C save for any variation expressly agreed to by us in writing.

1.4 We reserve the right to change these T&C at any time. Amendments to these T&C will enter into force 30 calendar days’ after we have notified you of any changes made hereto. 

2. Prices

2.1 Unless otherwise stated in writing all prices are exclusive of taxes and any other duty or fee (including any import or export fees) however designated, levied against the sale, licensing, delivery or use of the goods and services.  You are solely responsible for and shall pay all such taxes, duties and fees, provided, however, that you shall not be liable for any taxes based on our net income.

2.2 Firm quotations by us are valid for 30 days unless stated otherwise on the quotation and represent no obligation until we accept your order in writing.

2.3 Apart from firm quotations, all orders are accepted only on condition that the goods will be invoiced at the applicable and prevailing price as of the date of dispatch.

2.4 We reserve the right to amend prices and estimated delivery dates in respect of any change supplied by you or in the event of any delay caused by you or your failure in giving us adequate information or instructions.

3. Delivery and Risk

3.1 Delivery dates quoted by us are best estimates only.

3.2 Late delivery does not entitle you to cancel your order or any part of it unless you have notified us in writing of this intention, and the delay exceeds 3 months after the quoted delivery date. If we do not deliver within 30 days after receipt of such written notice, then you may cancel the order as the only remedy and you will not be entitled to any other remedies or direct or indirect damages whatsoever as a result of our failure to meet an estimated delivery date, except for a refund of any pre-paid unused fees.

3.3 Unless otherwise agreed in writing by us delivery will be Ex Works, Incoterms 2020. You are responsible for arranging transportation and delivery of the goods and carriage by your own appointed carriers from our premises.

3.4 Goods will be packed to our standard specification in non-returnable packaging. Any other or additional packaging shall be paid for by you.

3.5 For large quantum of orders we are entitled to deliver goods in one or more batches and to invoice each batch separately.

4. Defects

4.1 Upon receipt of the goods you shall immediately and carefully inspect the goods.

4.2 We will not accept responsibility or accept being held liable in respect of any claim by you that goods at delivery are defective or do not conform to the specification unless you notify us in writing of such claim within 5 days of the receipt date. Further, the said goods must be either returned to us or retained and made available for us to inspect within a reasonable time after your written notification to us.

4.3 You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within 5 calendar days after you receive the goods.

5. Payment

5.1 All payments made by you shall be made as specified on any order confirmation or by irrevocable confirmed letter of credit except where we consent in writing to a different method of payment.

5.2 In the event of your late payment we reserve the right to charge interest at the rate of 1.5% per month on any overdue payment, interest being calculated and accruing on a daily basis.

5.3 If you fail to meet our payment terms, we are entitled to suspend the delivery, postpone the delivery date or cancel the order and/or other orders received from you without further notice.

5.4 You are not entitled to withhold or set off any claims or alleged claims against us instead of effective payment, no matter the reason claimed.

6. Retention of title

6.1 Notwithstanding delivery and the passing of risk of any goods sold by us, title to the goods supplied by us shall remain with us until we have received payment in full of any amounts owed to us in respect of (i) all goods and/or services subject of an order and (ii) all other goods and/or services supplied by us to you under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of these T&C and any other contracts between us.

6.2 Until such time as title in the goods have passed to you:

6.2.1 Where permitted by law, we retain a security interest in the goods sold until full payment is received. We shall be entitled to repossess any of the goods, and for such purpose we and our agents or representatives shall be entitled at any time and without notice to enter your premises in which the goods are stored or kept or reasonably believed so to be;

6.2.2 You shall store the goods carefully, clearly segregated from any other goods and ensure the goods are clearly identified as belonging to us and you shall allow us access your storage facilities and to examine such goods;

6.2.3 You shall keep the goods insured for their replacement value naming us as the Loss Payee.

6.3 You are not entitled to grant any security rights over goods which remain the property of us by way of security for any of your indebtedness and any violation of this shall entitle us to claim payment immediately and in full of any amounts owed by you to us.

7. Warranty and Liability

7.1 We provide a product warranty on the goods for a period of 12 months from the delivery date during which we warrant that the goods will conform in all material respects to the specifications agreed to by us in writing, that goods will be within the standard limits of industrial quality of such products and will be free from material defects in workmanship, material and design. Except for this express product warranty, we make no warranty whatsoever with respect to the merchantability of the goods or the suitability or fitness of the goods for any purpose. We make no other express or implied warranties and to the extent permitted by law, we specifically disclaim and exclude all other warranties, whether statutory, express, or implied, including, without limitation, the implied warranties of non-infringement of third party rights, and any warranties arising due to course of conduct or usage of trade. 

7.2 We will accept warranty claims only if the goods have been operated within (and not strained beyond) the limits specified in our product documentation that were applicable at the date of delivery of the goods, or as subsequently amended by us.

7.2 The product warranty does not apply:

to any claims resulting from misuse, negligent handling or storage, lack of reasonable maintenance and care,

if the goods have been operated, stored and maintained in a manner, that is inconsistent with our recommendations and/or the product documentation and the product warranty shall not cover (i) normal wear and tear, (ii) accidents or other external causes, (iii) incorrect storage, installation service, maintenance or use, or (iii) repairs or alterations not made by or approved by us.

to any claims made to us after expiry of the product warranty period.

7.3 Any product warranty claims shall be made to us in writing immediately after you’ve discovered any alleged lack of conformity or ought to have discovered it and always within the product warranty period.

7.4 In the event that the goods do not conform to the product warranty our liability is limited, at our election, to (i) refund of price for spare parts, (ii) deliver spare parts in replacement; provided, however, that such goods must be returned to us at our premises or to the workshop of an appointed dealer or agent, at our choice and at your expense. In the event that we have to travel to your premises to repair or replace any components you shall cover our labor cost and travelling expenses. Irrespective of whether the goods have been repaired or replaced by us, the product warranty period will terminate upon expiry of the warranty period relating to the goods originally supplied. The remedies set out in this Clause 7.4 shall be the exclusive remedies available to you against us for any malfunctioning of or defects in goods.

7.5 Other than the product warranty, we do not accept any liability for any flaws, deficiencies and any consequential or punitive damages of any nature. Moreover, we expressly exclude any liability for special indirect or consequential loss, including your or any third party’s loss of profit business revenue, goodwill or anticipated savings and any other indirect losses, including (without limitation), financial loss, loss of time, profit, goodwill or reputation due to defective or nonconforming goods, faulty use of the goods or delayed delivery of the goods.

7.6 We do not exclude any liability for death or physical injury arising from defects in the goods according to applicable product liability laws, but exclude liability for damage inflicted on any other property or goods owned by you or any third party.

The Buyer agrees to indemnify Blue Ocean Robotics for any claim against Blue Ocean Robotics by a third party arising from product liability provisions, to the extent Blue Ocean Robotics is not responsible towards the Buyer according to these T&Cs. The Buyer and Blue Ocean Robotics reciprocally agree to the jurisdiction of the court that deals with such claim raised against Blue Ocean Robotics or the Buyer.

7.7 Our liability towards you or any third parties shall in no event exceed the total price paid by you for the goods.

7.8 You represent and warrant that you will comply with all applicable laws in connection with the performance of your obligations under these T&Cs, including without limitation the purchase, storage, handling, distribution, use, and/or administration of the goods.

7.9 Traceability: It is the obligation of the Buyer to register the final destination of the goods delivered by us. Therefore, you must ensure that repairs and adjustments, if any, or withdrawal of a robot can be made for each individual robot, if a situation might occur that involves great risk for peoples' security and/or health.

8. Design and Specification

8.1 We reserve the right to effect design changes without notice as required by technical developments or where such changes are required as a result of changes made by our suppliers.

8.2 You agree to indemnify and defend us from and against all liability arising from our performance of your order in accordance with your specifications where such specifications infringe any patent, trademark, registered design or other intellectual property rights of a third party.

8.3 We hold the copyrights to all documents, drawings and specifications supplied by us and you may not disclose such documents to third parties (other than the ultimate user of the goods) or reproduce them without our consent in writing. Drawings that have been used for an offer and copies thereof still in your possession shall be returned at our request.

9. Software/hardware updates

9.1 If any goods are or include software provided by us, and there is not a separate end user license agreement included with the goods, the following terms will apply: We grant to you a non-exclusive, limited, personal, nontransferable, non-sublicensable, license to use our software (“Software”), in object code form solely as such Software is embedded in goods provided herewith. Permitted use is for your  internal purposes only (and not for further commercialization or the benefit of any third party) and is subject to any specific technical documentation provided with the software product. For non-Blue Ocean Robotics branded software, the third party’s license terms will govern use of such software.  You may not and will not modify, reverse engineer, disassemble decrypt, decompile or attempt to discover or retrieve the source code or the underlying ideas or algorithms of the Software. You may not and will not modify or create derivative works of the Software. You may not sublicense, assign, transfer, rent, lease, copy, distribute, or otherwise transfer rights to the Software; remove any proprietary notices or labels on the Software; or attempt to use the Software on a standalone basis.  We may audit your compliance with the software license terms. 

9.2 From time to time we may update and upgrade the hardware and /or the software which may be essential to the operation and safety of the goods and you are responsible for complying with and implementing any such hardware or software updates. You agree to indemnify and defend us from any loss suffered as a consequence of your failure to accept and upgrade the goods with any new software or hardware updates, including any third-party claims. For the avoidance of doubt, we shall in no event be liable toward you for any damage caused by or incurred due to your omission of complying with any software or hardware update request issued by us.

10. Disposal

10.1 You are solely liable and responsible for the disposal of the goods after end of use.

11. Insolvency

11.1 If you enter into an arrangement with your creditors, or goes into liquidation, or passes any resolution for winding up, or becomes subject to the appointment of any receiver, administrative receiver or administrator, enters into reconstruction or becomes bankrupt then:

11.1.1 we may by notice in writing forthwith cancel any orders otherwise accepted by us;

11.1.2 we are entitled to immediately reclaim any goods unpaid for in accordance with the provisions of Clause 6;

11.1.3 you shall remain liable to pay us the full purchase price for the goods less:

(i) the disposal price received by us for goods in its possession or reclaimed from you; and,

(ii) any part of the purchase price for the goods paid by you to us.

12. Force Majeure

12.1 We shall not be liable in respect of any delay or lack of performance in delivering or performing any of our obligations due to any cause of whatever nature outside the reasonable control of us or our suppliers, including but not limited to factory stoppages, industrial conflicts, strikes, lock-outs or other labor disputes, delays in supplies, acts of God, acts of war, fire, insurrection, riots, pandemics or epidemics.

12.2 In the event that our performance is affected by such force majeure events we will notify you and inform you of any new estimated delivery date or whether we need to cancel the order altogether.

13. Severance

13.1 If at any time one or more of these conditions becomes invalid, illegal or unenforceable in respect of any law, such terms shall be deemed to be severed from the contract, and the validity and enforceability of the remaining provisions shall not be affected or impaired.

14. General

14.1 No forbearance by us in enforcing any of these terms shall prejudice our right to enforce these terms, nor shall any waiver by us operate as a waiver of any subsequent breach by you.

14.2 Headings in these T&C are inserted for convenience only and do not affect the construction of the content.

15. Applicable law and jurisdiction

15.1 These T&C shall be governed by and interpreted in accordance with the laws of the State of California, without reference to its choice of law principles, and in case of any disputes that we can’t solve amicably you submit to the exclusive jurisdiction of the state and federal courts located in California.

15.2 In any action to enforce these T&C, the prevailing party shall be entitled to recover all court costs and expenses and reasonable legal fees and outlay, in addition to any other relief to which it may be entitled.

15.3 The parties agree to exercise reasonable efforts to resolve disputes informally prior to resort to litigation or court proceedings. In the event a dispute cannot be resolved by the parties’ respective representatives, the parties agree to refer the dispute to senior management of their respective organizations for further attempts at resolutions, unless one or both executives determines in good faith that resolution cannot be resolved through informal mechanisms.

15.4 The United Nations Convention for the International Sales of Goods shall not apply to any sale of goods from us to you.

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Edition: US April 2023 Page 4 of 4