Sawtooth Robotics LLC — Standard Terms and Conditions of Sale
Effective: June 25, 2026
- General.The terms and conditions contained herein, together with any additional or different terms contained in Sawtooth's proposal, quotation ("Proposal"), written order confirmation (“Seller Confirmation”), and/or invoice submitted to Buyer (which documentation submitted to Buyer shall control over any conflicting terms contained in Buyer’s purchase order or other documentation), constitute the entire agreement (the "Agreement") between the parties with respect to Buyer’s purchase from Sawtooth of products and/or services, and supersede all prior communications and understandings, whether written or verbal, with respect to such products and/or services. Acceptance by Sawtooth of Buyer’s purchase order is expressly limited to and conditioned upon Buyer's acceptance of these terms and conditions, payment for or acceptance of any performance by Sawtooth being Buyer’s acceptance of these terms and conditions. These terms and conditions may not be changed or superseded by any different or additional terms and conditions proposed by Buyer, and Sawtooth hereby objects to any such different or additional terms. Unless the context otherwise requires, the term "Equipment" means all equipment, parts, and accessories sold, and all software and software documentation, if any, licensed to Buyer by Sawtooth ("Software") under the Agreement. Unless the context otherwise requires, the term "Services" means all labor, supervisory, technical and engineering, installation, repair, consulting or other services provided by Sawtooth under the Agreement. As used herein, the term "Buyer" shall also include the initial end user of the Equipment and/or services; provided, however, that Article 13(a) shall apply exclusively to the initial end user.
- Prices.
- Unless otherwise specified in writing, all Proposals expire thirty (30) days from the date thereof and may be modified or withdrawn by Sawtooth at any time before Buyer and Sawtooth sign the Proposal or Sawtooth issues its Seller Confirmation. All quoted prices are subject to revision at any time in the event of any increase in raw material, energy costs or governmental actions such as tariffs.
- Unless otherwise stated herein, Services prices are based on normal business hours (8 a.m. to 5 p.m. Monday through Friday). Overtime and Saturday hours will be billed at one and one-half (11/2) times the hourly rate; and Sunday hours will be billed at two (2) times the hourly rate; holiday hours will be billed at three (3) times the hourly rate. If a Services rate sheet is attached to the Agreement, the applicable Services rates shall be those set forth in the rate sheet. Rates are subject to change without notice.
- The price does not include any federal, state or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may now or hereafter be applicable. Buyer agrees to pay or reimburse Sawtooth for any such taxes which Sawtooth or its suppliers are required to pay or collect. If Buyer is exempt from the payment of any tax or holds a direct payment permit, Buyer shall, upon purchase order placement, provide Sawtooth a copy, acceptable to the relevant governmental authorities of any such certificate or permit.
- Buyer is responsible for all duties, import and export fees, taxes and other costs of import/export.
- Overtime, exchange rates fluctuate and may impair a party's ability to operate under the terms of the Agreement. In such event the parties will meet to determine if there is a need for an equitable adjustment.
- Payment.
- Unless specified to the contrary in Sawtooth’s Proposal or Seller Confirmation, payment is due prior to shipment by wire transfer to the account designated by Sawtooth in the Proposal or its Seller Confirmation. Buyer shall pay all invoiced amounts due to Sawtooth within 10 days from the date of Sawtooth’s invoice. Sawtooth is not required to commence or continue its performance unless and until invoiced payments have been received in a timely fashion. For each day of delay in receiving required payments, Sawtooth shall be entitled to a matching extension of the schedule.
- If in the reasonable judgment of Sawtooth, the financial condition of Buyer at any time prior to delivery does not justify the terms of payment specified, Sawtooth may require payment in advance, or payment security satisfactory to Sawtooth, and may suspend its performance until said advance payment or payment security is received. Otherwise, Sawtooth may terminate the Agreement, whereupon Sawtooth shall be entitled to receive reasonable cancellation charges. If delivery is delayed by Buyer, payment shall be due on the date Sawtooth is prepared to make delivery. Delays in delivery or nonconformities in any deliveries shall not relieve Buyer of its obligation to accept and pay for remaining deliveries. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Sawtooth, whether relating to Sawtooth’s breach, bankruptcy, or otherwise.
- Buyer shall pay, in addition to the overdue payment, a late charge equal to the lesser of 11/2% per month or any part thereof or the highest applicable rate allowed by law on all such overdue amounts, plus Sawtooth's attorneys' fees and court costs incurred in connection with collection. If Buyer fails to make payment of any amounts due and fails to cure such default within ten (10) days after receiving written notice specifying such default, then Sawtooth may by written notice, at its option, suspend its performance under the Agreement until such time as the full balance is paid or terminate the Agreement. In the event of suspension, cancellation or termination Sawtooth will be entitled to recover all costs for work performed to date, costs associated with suspension, cancellation or termination of the work and all other costs recoverable at law.
- Changes.
- Any changes requested by Buyer affecting the ordered scope of work must first be reviewed by Sawtooth and any resulting adjustments to affected provisions, including price, schedule, and warranties mutually agreed in writing prior to implementation of the change.
- Sawtooth may, at its expense, make such changes in the Equipment or Services as it deems necessary, in its sole discretion, to conform the Equipment or Services to the applicable specifications. If Buyer objects to any such changes, Sawtooth shall be relieved of its obligation to conform to the applicable specifications to the extent that conformance may be affected by such objection.
- Delivery.
- All Equipment is delivered FCA Sawtooth factory, Nampa, Idaho or its supplier’s (for shipments made directly from Sawtooth’s supplier) point of shipment, Incoterms® 2020, unless otherwise stated on the face of the Proposal or Seller Confirmation.
- If Buyer fails to accept delivery of any of the Equipment on the dates agreed to, or Buyer requests a delayed delivery, including without limitation because the Buyer has not provided appropriate instructions, documents, licenses or authorizations, because Buyer’s facilities are not yet ready for delivery, because Buyer has failed to procure all needed equipment and materials to accompany the Equipment sufficient to allow for installation, Site Acceptance Test (“SAT”) or commissioning, or because of any other reason attributable to Buyer (each, a “Buyer Delay”): (i) risk of loss to the Equipment shall pass to Buyer on the previously agreed delivery date; (ii) the Equipment shall be deemed to have been delivered on such date; (iii) Sawtooth, at its option, may store the Equipment until Buyer picks it up or requests delivery, and in such case Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). Terms relating to facility readiness and capabilities are as set forth on Exhibit 2 hereto, which Buyer agrees to.
- Shipping and delivery dates are contingent upon Buyer's timely approvals and delivery by Buyer of any documentation required for Sawtooth's performance hereunder.
- Claims for shortages or other errors in delivery must be made in writing to Sawtooth within ten (10) days of delivery. Equipment may not be returned except with the prior written consent of and subject to terms specified by Sawtooth. Claims for damage after delivery shall be made directly by Buyer with the common carrier.
- Title & Risk of Loss.Except with respect to Software (for which title shall not pass, use being licensed) title to Equipment shall transfer to Buyer upon delivery according to the applicable freight term. Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, risk of loss or damage with respect to the sale of Equipment shall pass from Sawtooth to Buyer at delivery as defined in the Agreement.
- Inspection, Testing and Acceptance.
- Any inspection by Buyer of Equipment on Sawtooth's premises shall be scheduled in advance to be performed during normal working hours and subject to rules and regulations in place at Sawtooth’s premises.
- If the Proposal or Seller Confirmation provides for factory acceptance testing, Sawtooth shall notify Buyer when Sawtooth will conduct such testing prior to shipment. Unless Buyer states specific objections in writing within ten (10) days after completion of factory acceptance testing, completion of the acceptance test constitutes Buyer's factory acceptance of the Equipment and its authorization for shipment.
- If the Proposal or Seller Confirmation provides for site acceptance testing, testing will be performed by Sawtooth personnel to verify that the Equipment has arrived at site complete, without physical damage, and in good operating condition. Completion of site acceptance testing constitutes full and final acceptance of the Equipment. If, through no fault of Sawtooth, acceptance testing is not completed within thirty (30) days after arrival of the Equipment at the site, the site acceptance test shall be deemed completed and the Equipment shall be deemed accepted.
- Limited Warranty
- Buyer shall purchase the Equipment (excluding Software, which is warranted as specified in paragraph (b) below) and Services from Sawtooth pursuant to the Limited Warranty set forth in Exhibit 1 hereto. SAWTOOTH’S PROPOSAL AND THESE TERMS AND CONDITIONS SET FORTH BUYER’S SOLE REMEDY AND SAWTOOTH’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED PRODUCT WARRANTY SET FORTH IN SAWTOOTH’S PROPOSAL AND THESE TERMS AND CONDITIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SAWTOOTH’S PROPOSAL AND THESE TERMS AND CONDITIONS, (A) NEITHER SAWTOOTH NOR ANY PERSON ON SAWTOOTH’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRODUCTION RATE OR CAPACITY, TITLE, OR NON-INFRINGEMENT, OR PERFORMANCE OF GOODS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT OR OTHERWISE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SAWTOOTH, OR ANY OTHER PERSON ON SAWTOOTH’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SAWTOOTH’S PROPOSAL. Any rate or performance descriptions in the Proposal and elsewhere are estimates only. Actual rates can vary widely from estimated rates, depending on numerous factors including (i) proper maintenance of the Equipment; (ii) operation and maintenance of the Equipment by appropriately trained and skilled system operators and maintenance professionals (including without limitation trained robotic system engineers); (iii) use of high quality materials and components; (iv) proper and timely material flow for both infeed and outfeed; (v) adherence to automation best practices within the industry, including without limitation multiple shifts.
- Sawtooth warrants that, except as specified below, the Software (if any) will, when properly installed, execute in accordance with Sawtooth's published specification. If a nonconformity to the foregoing warranty is discovered during the period ending one (1) year after the date of shipment and written notice of such nonconformity is provided to Sawtooth promptly after such discovery and within that period, including a description of the nonconformity and complete information about the manner of its discovery, Sawtooth shall correct the nonconformity by, at its option, either (i) modifying or making available to the Buyer instructions for modifying the Software; or (ii) making available at Sawtooth's facility necessary corrected or replacement programs. Sawtooth shall have no obligation with respect to any nonconformities resulting from (i) unauthorized modification of the Software or (ii) Buyer-supplied software or interfacing. Sawtooth does not warrant that the functions contained in the software will operate in combinations which may be selected for use by the Buyer, or that the software products are free from errors commonly categorized by the computer industry as "bugs".
THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE BUYER'S EXCLUSIVE REMEDIES AND SAWTOOTH’S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY.
- Waiver of Consequential Damages.In no event shall Sawtooth, its affiliated entities or their respective suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of profits or revenue, loss of data, loss of use, loss of use of any of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of the Buyer or other third parties for any damages.
- Limitation of Liability.
- Sawtooth's aggregate liability for all claims whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any Equipment or Software, or from any Services rendered in connection therewith, shall in no case exceed the purchase order price.
- All causes of action against Sawtooth arising out of or relating to this Agreement or the performance or breach hereof shall expire unless brought within one (1) year of the time of accrual thereof.
- In no event, regardless of cause, shall Sawtooth be liable for penalties or penalty clauses of any description or for indemnification of Buyer or others for costs, damages, or expenses arising out of or related to the Equipment, Software and/or Services.
- Buyer shall indemnify, defend and hold harmless Sawtooth from and against any and all costs, loss, liability, damage or claims arising as a result of any Equipment subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to Sawtooth’s specifications or any other instructions issued by Sawtooth, in each case by any Person other than Sawtooth or its authorized Representative.
- Buyer is responsible for ensuring the design and quality of components built using the Equipment adhere to Buyer’s customers’ requirements and specifications as well as to applicable law, regulations and building codes and will indemnify, defend, and hold harmless Sawtooth from and against any and all liability, cost or expense arising in connection with third-party claims against Sawtooth alleging such design or quality issues.
- Laws and Regulations.Sawtooth does not assume any responsibility for compliance with federal, state or local laws and regulations, except as expressly set forth herein, and compliance with any laws and regulations relating to the operation or use of the Equipment or Software is the sole responsibility of the Buyer. All laws and regulations referenced herein shall be those in effect as of the Proposal date. In the event of any subsequent revisions or changes thereto, Sawtooth assumes no responsibility for compliance therewith. If Buyer desires a modification as a result of any such change or revision, it shall be treated as a change per Article 4. Nothing contained herein shall be construed as imposing responsibility or liability upon Sawtooth for obtaining any permits, licenses or approvals from any agency required in connection with the supply, erection or operation of the Equipment. This Agreement shall in all respects be governed by, and construed, interpreted and enforced in accordance with the laws of the State of Idaho, USA, excluding its conflicts of laws rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods, and both parties hereby agree that any litigation concerning, arising out of, or related to this Agreement, whether claims are based on contract, tort, equity or otherwise, shall be conducted only in the state or federal courts functioning in the State of Idaho and waive the defense of an inconvenient forum in respect to any such litigation. If any provision hereof, partly or completely, shall be held invalid or unenforceable, such invalidity or unenforceabi lity shall not affect any other provision or portion hereof and these terms shall be construed as if such invalid or unenforceable provision or portion thereof had never existed.
- OSHA.Sawtooth warrants that the Equipment will comply with the relevant standards of the Occupational Safety and Health Act of 1970 ("OSHA") and the regulations promulgated thereunder as of the date of the Proposal. Upon prompt written notice from the Buyer of a breach of this warranty, Sawtooth will replace the affected part or modify it so that it conforms to such standard or regulation. Sawtooth's obligation shall be limited to such replacement or modification. In no event shall Sawtooth be responsible for liability arising out of the violation of any OSHA standards relating to or caused by Buyer's design, location, operation, or maintenance of the Equipment, its use in association with other equipment of Buyer, or the alteration of the Equipment by any party other than Sawtooth.
- Software License.
- Sawtooth owns all rights in or has the right to sublicense all of the Software, if any, to be delivered to Buyer under this Agreement. As part of the sale made hereunder Buyer hereby obtains a limited license to use the Software, subject to the following: (i) the Software may be used only in conjunction with equipment specified by Sawtooth; (ii) the Software shall be kept strictly confidential; (iii) the Software shall not be copied, reverse engineered, or modified; (iv) the Buyer's right to use the Software shall terminate immediately when the specified equipment is no longer used by the Buyer or when otherwise terminated, e.g. for breach, hereunder; and (v) the rights to use the Software are non-exclusive and non-transferable, except with Sawtooth's prior written consent.
- Nothing in this Agreement shall be deemed to convey to Buyer any title to or ownership in the Software or the intellectual property contained therein in whole or in part, nor to designate the Software a "work made for hire" under the Copyright Act, nor to confer upon any person who is not a named party to this Agreement any right or remedy under or by reason of this Agreement. In the event of termination of this License, Buyer shall immediately cease using the Software and, without retaining any copies, notes or excerpts thereof, return to Sawtooth the Software and all copies thereof and shall remove all machine-readable Software from all of Buyer's storage media.
- Intellectual Property, Inventions and Information.
- "Intellectual Property Rights" means all current and future rights in copyrights, trade secrets, trademarks, mask works, patents, design rights, trade dress, and any other intellectual property rights that may exist anywhere in the world, including, in each case whether unregistered, registered or comprising an application for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing. "Technology" means all inventions, discoveries, ideas, concepts, methods, code, executables, manufacturing processes, unique compositions, mask works, designs, marks, and works of authorship fixed in the medium of expression, and materials pertaining to any of the preceding; whether or not patentable, copyrightable or subject to other forms of protection.
- Sawtooth shall maintain all right, title and interest in any Technology and Intellectual Property Rights that Sawtooth owned, created, conceived or discovered prior to entering into this Agreement, or owns, creates or discovers separately from the activities contemplated by this Agreement. Unless otherwise agreed in writing by Sawtooth and Buyer, Sawtooth shall have all right, title and interest in any Technology and Intellectual Property Rights that Sawtooth creates, conceives or discovers in furtherance of this Agreement, and Sawtooth shall have all right, title and interest in any Technology and Intellectual Property Rights embodied in the Equipment and Services. Any design, manufacturing drawings or other information submitted to the Buyer remains the exclusive property of Sawtooth. Buyer shall not, without Sawtooth's prior written consent, copy or disclose such information to a third party, unless required by a public information request from a governmental body. Such information shall be used solely for the operation or maintenance of the Equipment and not for any other purpose, including the duplication thereof in whole or in part.
- Force Majeure.Sawtooth shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), delays attributable to outbreaks, epidemics and pandemics, Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Buyer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production, and the price will be adjusted to compensate Sawtooth for such delay.
- Cancellation.Unless otherwise agreed in writing signed by authorized representatives of both Sawtooth and Buyer, all orders for Equipment (including under any Proposal signed by Buyer) are non-cancellable
- Termination.
- No termination by Buyer for material default shall be effective unless, within fifteen (15) days after receipt by Sawtooth of Buyer's written notice specifying such default, Sawtooth shall have failed to initiate and pursue with due diligence correction of such specified default.
- In the event of termination by Buyer for a material default by Sawtooth, Sawtooth shall reimburse Buyer the difference between that portion of the Agreement price allocable to the terminated scope and the actual amounts reasonably incurred by Buyer to complete that scope, and Buyer shall pay to Sawtooth the portion of the Agreement price allocable to Equipment completed and any amounts due for Services performed before the effective date of termination.
- Sawtooth may terminate the Agreement (or any affected portion thereof) immediately for cause if Buyer becomes insolvent/bankrupt, or materially breaches the Agreement, including, but not limited to, failure or delay in Buyer making any payment when due, or fulfilling any payment conditions.
- Export & Trade Control.
- “Trade Control Laws” means any applicable laws, regulations, or administrative or regulatory decisions or guidelines that sanction, prohibit or restrict certain activities including, but not limited to, (i) import, export, re-export, transfer, or trans-shipment of goods, services, technology, or software; (ii) financing of, investment in, or direct or indirect transactions or dealings with certain countries, territories, regions, governments, projects, or specifically designated persons or entities, including any future amendments to these provisions; and (iii) any other laws, regulations, administrative or regulatory decisions, or guidelines adopted, maintained, or enforced by any Sanctions Agency on or after the date of this Agreement.
- “Restricted Person” means any entity or person included on a list (including U.S. and EU lists) of targeted parties, blocked parties, or persons subject to asset-freezing or other restrictions introduced under any applicable Trade Control Laws (and includes any entity that is directly or indirectly owned fifty (50) percent or more, in the aggregate or individually, or otherwise controlled by any Restricted Person).
- Each party represents and warrants that, to the best of its knowledge, at the date of this Agreement neither it, nor any of their respective directors or officers are a Restricted Party. Each party agrees that it shall promptly notify the other party if it becomes a Restricted Party.
- If, as a result of (i) Trade Control Laws issued or amended after the date of this Agreement, (ii) Buyer becoming a Restricted Party, or (iii) any necessary export license or authorization from a Sanctions Agency is not granted, the performance by Sawtooth or by any affiliates or third parties engaged in any manner in relation to the Agreement becomes illegal or impracticable, Sawtooth shall, as soon as reasonably practicable, give written notice to Buyer of its inability to perform or fulfill such obligations. Once such notice has been received by Buyer, Sawtooth shall be entitled to either immediately suspend the performance of the affected obligation under the Agreement until such time as Sawtooth may lawfully discharge such obligation or unilaterally terminate the Agreement in whole or in part from the date specified in the said written notice or from any subsequent date thereafter. Sawtooth will not be liable to Buyer for any costs, expenses or damages associated with such suspension or termination of the Agreement.
- In the event of suspension or termination as set out in Section 19(d) above, Sawtooth shall be entitled to payment as set out in this Agreement and any reasonable associated costs necessarily incurred by Sawtooth in regard to such suspension or termination including, but not limited to, all reasonable costs associated with suspending or terminating any subcontract placed or committed for goods or services in connection with this Agreement.
- Buyer represents and warrants that the Equipment and Services provided hereunder, and the "direct product" thereof are intended for civil use only and will not be used, directly or indirectly, for the production of chemical or biological weapons or of precursor chemicals for such weapons, or for any direct or indirect nuclear end use. Buyer agrees not to disclose, use, export or re-export, directly or indirectly, any information provided by Sawtooth or the "direct product" thereof as defined in the Export Control Regulations of the United States Department of Commerce, except in compliance with such Regulations. Buyer further represents that it will not directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any items received from Sawtooth to any Restricted Parties, or parties that operate, or whose end use will be, in a jurisdiction/region prohibited by Sawtooth including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (as such list may be amended by Sawtooth at any time).
- Buyer represents that it will not directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any items received from Sawtooth to any third party or country in violation of Trade Control Laws.
- If applicable, Sawtooth shall file for a U.S. export license, but only after appropriate documentation for the license application has been provided by Buyer. Buyer shall furnish such documentation within a reasonable time after the date Buyer and Sawtooth have signed the Proposal or Sawtooth issues its Seller Confirmation. Any delay in obtaining such license shall suspend performance of this Agreement by Sawtooth. If an export license is not granted or, if granted, is thereafter revoked or modified by the appropriate authorities, this Agreement may be cancelled by Sawtooth without liability for damages of any kind resulting from such cancellation. At Sawtooth's request, Buyer shall provide Sawtooth a Letter of Assurance and End-User Statement in a form reasonably satisfactory to Sawtooth.
- If Buyer infringes any obligations in this Export and Trade Control clause in connection with the Agreement, the Buyer must immediately notify Sawtooth. Failure by Buyer to comply with Trade Control Laws shall be considered a material breach by Buyer, and Sawtooth shall have the right to unilaterally terminate the Agreement with immediate effect. Such termination would be without prejudice to all rights of recourse which could be exercised by Sawtooth, and Sawtooth shall not be liable to Buyer for any claim, losses or damages whatsoever related to its decision to terminate performance under this provision. Further, Buyer shall indemnify Sawtooth for all liabilities, damages, costs, or expenses incurred as a result of any such violation, breach and/or termination of the Agreement. Sawtooth may report such violations to relevant authorities as required by applicable Trade Control Laws.
- For the avoidance of doubt, no provision in this Agreement shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws.
- Bribery and Corruption; Human Rights
- Buyer hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of Sawtooth or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention on Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption, anti-money laundering and anti-tax evasion.
- Nothing hereunder shall render Sawtooth liable to reimburse Buyer for any such consideration given or promised.
- Buyer's material violation of any of the obligations contained in this Article 20 may be considered by Sawtooth to be a material breach by Buyer and shall entitle Sawtooth to terminate the Agreement with immediate effect and without prejudice to any further right or remedies on the part of Sawtooth hereunder or applicable law. Buyer shall indemnify Sawtooth for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Agreement.
- Buyer agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in Sawtooth's Code of Conduct, which is available upon request.
- “Human Rights Laws” include The Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, the ILO Core Conventions on Labor Standards, the UK Modern Slavery Act and other similar human rights, anti-human trafficking and anti-modern slavery laws and regulations. Both parties shall comply with applicable Human Rights Laws in connection with the Agreement. Both parties shall ensure that their respective employees, officers, directors, and any affiliates or third parties engaged in any manner in relation to this Agreement shall undertake to comply with all Human Rights Laws. Both parties confirm that they have not violated, shall not violate, and shall not cause the other party to violate any applicable Human Rights Laws in connection with this Agreement.
- Assignment.Any assignment of this Agreement or of any rights or obligations under the Agreement without prior written consent of Sawtooth shall be void.
- Nuclear.Equipment and Services sold hereunder are not intended for use in connection with any nuclear facility or activity. Buyer warrants that such Equipment and Services shall not be installed, used or applied in or in connection with (i) the design, production, use or storage of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications, or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nuclear fuel stores and research reactors, and Buyer shall not permit others to use Equipment or Services for such purposes, without the advance written consent of Sawtooth. If, in breach of the foregoing, any such use occurs, Sawtooth (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, including without limitation any physical damage to a nuclear facility itself, resulting from a nuclear incident and, in addition to any other rights of Sawtooth, Buyer shall indemnify and hold Sawtooth (and its affiliates, suppliers and subcontractors) harmless against all such liability including, but not limited to, any physical damage to the nuclear facility or surrounding properties. Consent of Sawtooth to any such use, if any, will be conditioned upon additional terms and conditions that Sawtooth determines to be acceptable for protection against nuclear liability including but not limited to the requirement that the Buyer and/or its end user customer shall have complete insurance protection against liability and property damage including without limitation physical damage to a nuclear facility itself or any surrounding properties, if any, resulting from a nuclear incident and shall indemnify Sawtooth, its subcontractors, suppliers and vendors against all claims resulting from a nuclear incident including, but not limited to, any physical damage to the nuclear facility.
- Resale.If Buyer resells any of the Equipment or Services, the sale terms shall limit Sawtooth's liability to the buyer to the same extent that Sawtooth's liability to Buyer is limited hereunder.
- Environmental, Health and Safety Matters.
- Buyer shall be obligated to maintain safe working conditions at its facility or location (the "Site"), including the implementing of appropriate procedures regarding Hazardous Materials, confined space entry, and energization and de-energization of power systems (electrical, mechanical and hydraulic) using safe and effective lock-out/tag-out ("LOTO") procedures including physical LOTO or a mutually agreed upon alternative method.
- If Sawtooth or any of its employees or representatives are to come onto any Site, Buyer shall immediately advise Sawtooth in writing of all applicable Site-specific health, safety, security and environmental requirements and procedures. Without limiting Buyer's responsibilities hereunder, Sawtooth has the right but not the obligation to, from time to time, review, audit and inspect applicable health, safety, security and environmental documentation, procedures and conditions at the Site.
- If, in Sawtooth's reasonable opinion, the health, safety, or security of personnel or the Site is, or is likely to be, imperiled by security risks, the presence of or threat of exposure to Hazardous Materials, or unsafe working conditions, Sawtooth may, in addition to other rights or remedies available to it, remove some or all of its personnel from Site, suspend performance of all or any part of the Agreement, and/or remotely perform or supervise work. Any such occurrence shall be considered a Force Majeure event. Buyer shall reasonably assist in ensuring the safe departure of personnel from the Site.
- Buyer shall not require or permit Sawtooth's personnel to operate Buyer's equipment at any Site.
- Buyer will make its Site medical facilities and resources reasonably available to Sawtooth personnel who need medical attention.
- Sawtooth has no responsibility or liability for the pre-existing condition of Buyer's equipment or the Site, which is the sole responsibility of Buyer. Prior to Sawtooth starting any work at Site, Buyer will provide documentation that identifies the presence and condition of any Hazardous Materials existing in or about Buyer's equipment or the Site that Sawtooth may encounter while performing under this Agreement. The provision of such documentation shall in no way release Buyer from its responsibility for said conditions. Buyer shall disclose to Sawtooth industrial hygiene and environmental monitoring data regarding conditions that may affect Sawtooth's work or personnel at the Site. Buyer shall keep Sawtooth informed of changes in any such conditions.
- Sawtooth shall promptly notify Buyer if Sawtooth becomes aware of: (i) conditions at the Site differing materially from those disclosed by Buyer, or (ii) previously unknown physical conditions at Site differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement. If any such conditions cause an increase in Sawtooth's cost of, or the time required for, performance of any part of the work under the Agreement, an equitable adjustment in price and schedule shall be made.
- If Sawtooth encounters Hazardous Materials in Buyer's equipment or at the Site that require special handling or disposal, Sawtooth is not obligated to continue work affected by the hazardous conditions. In such an event, Buyer shall at its sole cost and expense eliminate the hazardous conditions in accordance with applicable laws and regulations so that Sawtooth's work under the Agreement may safely proceed, and Sawtooth shall be entitled to an equitable adjustment of the price and schedule to compensate for any increase in Sawtooth's cost of, or time required for, performance of any part of the work. Buyer shall properly store, transport and dispose of all Hazardous Materials introduced, produced or generated in the course of Sawtooth's work at the Site.
- Buyer shall indemnify Sawtooth for any and all claims, damages, losses, and expenses arising out of or relating to any Hazardous Materials which are or were (i) present in or about Buyer's equipment or the Site prior to the commencement of Sawtooth's work, (ii) improperly handled or disposed of by Buyer or Buyer's employees, agents, contractors or subcontractors, or (iii) brought, generated, produced or released on Site by parties other than Sawtooth.
- Confidentiality.
- Sawtooth and Buyer (as to information disclosed, the "Disclosing Party") may each provide the other party (as to information received, the "Receiving Party") with Confidential Information in connection with this Agreement. ”Confidential Information” means (i) all information disclosed by a party or any of its affiliates or their respective authorized representatives (a “Disclosing Party”) to the other party or any of its affiliates or their respective authorized representatives (a “Receiving Party”) in connection with the Agreement that the Receiving Party knew, or with the exercise of reasonable business judgment should have known, was proprietary or confidential information, (ii) all non-public information the disclosure of which to any third party could have an adverse effect on the Disclosing Party or its business, operations, or management, (iii) all information that gives financial, commercial, competitive, technical, or other value to the Disclosing Party because such information is not public, and (iv) information that is marked or designated as confidential or proprietary.
- Receiving Party agrees: (i) to use the Confidential Information only in connection with the Agreement and use of the Equipment and Services, (ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (iii) not to disclose the Confidential Information to a competitor of Disclosing Party. Notwithstanding these restrictions, each party shall permit access to the other's Confidential Information only to its employees who: (i) reasonably require access to Confidential Information for purposes approved by this Agreement, and (ii) have undertaken a binding obligation of confidentiality with respect to the confidential information of others entrusted to him or her, and (iii) have been apprised of the confidentiality obligations hereunder. Sawtooth may disclose Confidential Information to its affiliates and subcontractors in connection with performance of this Agreement. A Receiving Party may only disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information. Receiving Party shall upon request return to Disclosing Party or destroy all copies of Confidential Information except to the extent that a specific provision of the Agreement entitles Receiving Party to retain an item of Confidential Information. Sawtooth may also retain one archive copy of Buyer's Confidential Information.
- The obligations under this Article 24 shall not apply to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party, its representatives or its affiliates; (ii) is or becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party's knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law or valid legal process provided that the Receiving Party intending to make disclosure in response to such requirements or process shall promptly notify the Disclosing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information.
- As to any individual item of Confidential Information, the restrictions under this Article 24 shall expire three (3) years after the date of disclosure. This Article 24 does not supersede any separate and currently effective confidentiality or nondisclosure agreement signed by the parties. If there is a conflict between any provision of this Article 24 and any such separate agreement, the provision that is the most protective of the Disclosing Party’s Confidential information shall control.
- Survival.Provisions of Sawtooth’s Proposal or hereunder which by their nature should apply beyond their termination of the Agreement will remain in force after any termination or expiration of the Agreement, including, but not limited to Articles 9-12, 14, 18, 19, 21, 22, 24-28.
- Entire Agreement.This Agreement constitutes the entire agreement between Sawtooth and Buyer. There are no agreements, understandings, restrictions, warranties, or representations between Sawtooth and Buyer other than those set forth herein or herein provided. As stated in Article 1 of this Agreement, Sawtooth's Proposal, Policies, Addendum(s), if any, submitted to Buyer, shall control over any conflicting terms. Sawtooth specifically rejects any exceptions to this Agreement, Proposals, Polices, and/or Addendum(s) on the face of any purchase order. Buyer shall advise Sawtooth in writing of all conflicts, errors, omissions, or discrepancies among the Proposal, Policies, Addendum(s) and this Agreement immediately upon discovery. This Agreement shall supersede any standard, preprinted terms and conditions that are automatically attached to purchase orders issued by Buyer.
- Personal Data Protection.
- Each party shall comply with all applicable data protection laws and regulations in respect of any personal data it receives from the other party or its affiliates in the course of performance of this Agreement.
- The parties agree that neither will withhold or delay its consent to any changes to this clause which are required to be made in order to comply with applicable data protection laws and regulations and/or with guidelines and order from any competent supervisory authority, and their application to the Equipment or Services from time to time, and agrees to implement any such changes at no additional cost to the other party.
- The parties acknowledge that the processing of personal data in accordance with this Agreement may require the conclusion of additional data processing agreements or additional data protection agreements. If and to the extent such additional data processing agreements or additional data protection agreements are not initially concluded, the parties shall, and shall ensure that their relevant affiliates or subcontractors shall, upon the other's request promptly enter into any such agreement with an affiliate, as designated by the other party and as required by mandatory law or a competent data protection or other competent authority.
- Remedies.The remedies of the Buyer set forth in this Agreement are exclusive and are its sole remedies for any failure of Sawtooth to comply with its obligations hereunder.
Exhibit 1 to Standard Terms and Conditions of Sale
LIMITED WARRANTY
With respect to equipment supplied by a third party integrated into the Equipment, warranties for such items are limited to the warranty extended by the third-party supplier. Sawtooth hereby assigns to Buyer all warranties received from its suppliers to the extent Sawtooth is able and agrees to assist Buyer in making any claim pursuant to the said warranties.
With respect to other Equipment and Services provided hereunder, subject to the provisions below and elsewhere in these terms and conditions, Sawtooth warrants to Buyer that:
(i) Except as expressly provided herein, for a period of twelve (12) months from delivery to Buyer of the Equipment (“Warranty Period”), the Equipment is warranted against manufacturing defects in material and workmanship affecting form, fit or function. Notwithstanding the foregoing, where SAT or commissioning is required under the Proposal, the Warranty Period shall commence upon the earlier to occur of (a) completion of SAT or commissioning, as reasonably determined by Sawtooth; or (b) Buyer’s first use of the Equipment for Productive Use. The warranty remedy period for Services shall end ninety (90) days after the date of completion of Services.
(ii) Buyer will receive good and valid title to the Equipment, free and clear of all encumbrances and liens of any kind, other than those (if any) specifically reserved hereunder; and
(iii) Services shall be free of defects in workmanship materially affecting form, fit or function.
The foregoing warranty does not apply to any Equipment that:
(i) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, lack of maintenance, abnormal physical stress, abnormal environmental conditions or use contrary to Sawtooth’s specifications or any other instructions issued by Sawtooth, in each case by any Person other than Sawtooth or its authorized Representative;
(ii) has been reconstructed, repaired or altered by Persons other than Sawtooth or its authorized Representative; or
(iii) has been used with any products, hardware or software provided by Buyer or by any third party that has not been previously approved in writing by Sawtooth;
(iv) with respect to third-party equipment, was included at Buyer’s insistence, despite Sawtooth’s written objection;
(v) has failed or not performed due to ordinary wear and tear; or
(vi) is damaged due to Buyer’s use for Productive Use prior to SAT or commissioning if contemplated under the Proposal.
Buyer’s remedy under these terms and conditions is conditioned upon Buyer’s compliance with its obligations below. During the Warranty Period, with respect to any allegedly defective Equipment:
(i) Buyer shall notify Sawtooth, in writing, of any alleged claim or defect within 15 business days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim or defect;
(ii) At Sawtooth’s direction, Buyer shall either (i) ship, at its expense and risk of loss, such allegedly defective Equipment to Sawtooth’s facility for inspection and testing by Sawtooth or (ii) allow Sawtooth or its representative access to such Equipment and cooperate with Sawtooth or such representative to facilitate inspection and testing;
(iii) if Sawtooth’s inspection and testing reveals, to Sawtooth’s reasonable satisfaction, that such Equipment is Defective and any such defect has not been caused or contributed to by any of the factors described above, subject to the exclusions and limitations herein, Sawtooth shall in its sole discretion and at its expense, repair or replace such defective Equipment; and
(iv) Sawtooth shall ship to Buyer, at Sawtooth’s expense and risk of loss, the repaired or replaced Equipment to Buyer’s U.S. facility as specified by Buyer.
Buyer has no right to return for repair, replacement, credit or refund any Equipment except as set forth in these terms and conditions. In no event shall Buyer reconstruct, repair, alter or replace any Equipment, in whole or in part, either itself or by or through any third party. Sawtooth, at its sole discretion, may credit the Prices paid for the Defective Equipment (less applicable NRE charges, if any) in lieu of the remedies provided above.
With respect to any Services subject to a claim under the warranty set forth above, Sawtooth shall, in its sole discretion (i) repair or re-perform the applicable Services or (ii) credit the Prices paid for such Services (less applicable NRE charges, if any).
Buyer acknowledges and agrees that the functionality and performance of the Equipment is dependent upon a wide variety of factors not attributable to Sawtooth, including without limitation operator experience and attentiveness, proper maintenance, quality and consistency of material and general operating conditions. Equipment is not warranted to operate perfectly or without the need for routine adjustments, re-calibration and maintenance.
THE FOREGOING SETS FORTH BUYER’S SOLE AND EXCLUSIVE REMEDY AND SAWTOOTH’S ENTIRE LIABILITY FOR ANY DEFECTIVE EQUIPMENT OR OTHER BREACH OF THE LIMITED PRODUCT WARRANTY SET FORTH ABOVE.
Exhibit 2 to Standard Terms and Conditions of Sale
TECHNICAL REQUIREMENTS, DOCUMENTATION, PROCESS, AND OTHER REQUIREMENTS
- System Connections, Data and Training
- Electrical System
- The Customer shall supply adequate power for system operation.
- Sawtooth Robotics shall provide to Customer the applicable electrical requirements and location prior to system installation.
- All electrical control cabinets shall be UL 508a listed.
- Pneumatic System
- The Customer shall supply adequate, clean dry air for system operation.
- Sawtooth Robotics shall provide to Customer the required pneumatic requirements and location prior to system installation.
- Data Collection
- Standard data such as uptime, downtime, and a parts counter will be collected and displayed on the HMI.
- Training
- Training will be provided during the FAT trip and system installation (SAT). The Customer must dedicate personnel exclusively for training sessions.
- Remote Connection
- Customer will facilitate a secure remote access device to allow Sawtooth Robotics to perform troubleshooting, data collection, and updates.
- Customer can enable/disable remote access or request removal, though removing the device limits support capabilities.
- Post-warranty, the device must be returned to Sawtooth Robotics if no support contract is in place.
- Cameras will be provided to aid in remote system support and monitoring.
- Documentation for Customer during and after project completion
- Project Charter
- Design Assurance Matrix
- Mechanical Drawings & BOM
- Electrical Drawings & BOM
- Risk Assessment (In accordance with ANSI/RIA 15.06-2012)
- Operation Manual
- Recommended spare parts with pricing
- Recommended preventative maintenance
- Project Approach
- At Sawtooth Robotics, we have developed a rigorous and methodical approach to executing projects on time and within budget. Below is an outline of each phase in our process, designed to ensure the delivery of a high-quality product:
- Phase 1 – Planning
- Phase 2 – Design/Offline Programming
- Phase 3 – Procurement
- Phase 4 – Assembly
- Phase 5 – IO Check
- Phase 6 – Online Testing and Commissioning
- Phase 7 – Internal Factory Acceptance Test (IFAT)
- Phase 8 – Factory Acceptance Test (FAT)
- Phase 9 – Site Acceptance Test (SAT)
- Phase 10 – Post SAT Support
- Sawtooth Robotics expectations for order acknowledgement
- To streamline project execution and meet delivery timelines, the following must be addressed prior to order acknowledgment. Delivery schedules begin after these items are resolved or received.
- Customer Hard Copy Purchase Order (PO)
- Provide a hard copy PO matching the quote, referencing the final revision and selected options.
- Terms and Conditions (T&Cs)
- Project is governed by Sawtooth Robotics’ standard Equipment Purchase and Sale terms.
- Shipment Date from Sawtooth Robotics
- A mutually agreed shipment date will be established. Scope changes post-order may affect this date; revised schedules require Customer approval.
- Customer Supplied Plant Layout Drawing
- The Customer must provide a layout of the area where the equipment will be installed, as outlined in the project scope. This should include details on any obstructions, aisles, ceiling clearances, columns, and other building features.
- The datum for Sawtooth Robotics supplied equipment must be clearly defined.
- System Concept Drawing Customer Approval
- Customer approval of the concept layout confirms acceptance. Changes after sign-off may affect the schedule or require re-quotation.
- System Design Specifications
- Standard specifications are assumed. Customer-specific requirements must be finalized before execution.
- Sawtooth Robotics will provide a Design Assurance Matrix (DA Matrix) outlining the design requirements (Design Inputs) and corresponding specifications (Design Outputs). Once finalized, the Customer will sign the DA Matrix, authorizing system fabrication. Terms in the DA Matrix will supersede any conflicting requirements or details in the proposal or contract.
- Accurate Product Listing with Specifications
- Verify the provided list of products/materials. Changes may affect delivery and require re-quotation.
- Production Ready Product Samples of Each Product/Material
- Sawtooth Robotics requires production-grade sample products for engineering and project run-off. This includes samples of each product size and any associated dunnage materials.
- If samples have not been previously sent, they must be received before order acknowledgment. Sawtooth Robotics will specify the required quantities.
- Primary Customer Contact
- The Customer must provide Sawtooth Robotics with a primary point of contact, including their name, position, telephone number, and fax number. This individual will serve as the liaison between the Project Manager and the Customer throughout the project. While alternative contacts may be provided, the Primary Contact should handle all changes and approvals.
- Assumptions and Expectations
- All parts and other materials coming into the system must adhere to specified mechanical dimension tolerances; exceeding these tolerances may increase the rate of stops, errors, or material scrap.
- While this system is designed for flexibility, additional programming or fixturing may be required to accommodate different product types or design changes, which could incur additional costs.
- This system is custom automation, and certain additional criteria may need to be negotiated between Sawtooth Robotics and the Customer. The signed DA Matrix will supersede any conflicting terms contained in the Proposal.
- Items not explicitly defined or specified in the Proposal scope may result in additional project costs or time.
- Modifications to existing customer facilities and equipment required to accommodate this system may incur additional costs and time and are not included in the Proposal.
- Customer must provide Sawtooth Robotics with a sufficient quantity of material for testing purposes.
- Customer must supply all external equipment that will interact with the system to Sawtooth Robotics for testing.
- Customer is responsible for providing adequate power and utilities required for the installation and operation of the system.
- Sawtooth Robotics must have sufficient access to Customer’s facilities during installation, testing, and commissioning phases.
- Customer agrees to provide personnel for training on the new system, and Sawtooth Robotics will offer training sessions as part of the project scope.
- Any changes to the project scope after the order acknowledgment/Proposal signature will be subject to a formal change order process, which may affect cost and delivery timelines.
- The integration of this system with existing customer infrastructure and equipment will require coordination between Sawtooth Robotics and Customer ‘s technical teams.
- Overall Equipment Effectiveness (OEE) measures the efficiency of a manufacturing process by evaluating its Availability, Performance, and Quality. Overall OEE guarantees, if any, are set forth in the Proposal.
- Any failures occurring outside of the Sawtooth Robotics-provided system will not be factored into the OEE metrics.
- Customer is responsible for reviewing and approving project documentation (e.g., concept layouts, system specifications) in a timely manner to avoid delays.
- The system’s performance assumes that the Customer provides a controlled environment free of excessive dust, temperature fluctuations, or other factors that could negatively impact equipment or the system.
- The customer is responsible for ensuring their facility complies with all applicable safety standards and regulations to accommodate the new system.
- Customer is expected to perform regular maintenance as recommended by Sawtooth Robotics to ensure consistent system performance.
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