Standard Terms of Sale

All goods and services supplied by Nile Merry Tools, LLC ("Nile Merry Tools") are expressly conditioned on the following Standard Terms of Sale. In the event that quotations, purchase orders, order acceptances, sales forms, and/or verbal expressions are used which contain terms inconsistent with those in these Standard Terms of Sale, the Standard Terms of Sale shall be controlling, and any inconsistent terms and conditions shall be inapplicable.

1. Nile Merry Tools  reserves the right to modify or discontinue the sale of any of its products or services, at any time, without notice and without obligation. Nile Merry Tools shall not be liable for any damages caused by its method of processing orders for goods or services or its failure to process orders for discontinued goods and/or services.


2. Minimum Order:  Nile Merry Tools requires a minimum order of $25.00.


3. Purchase Orders: Verbal purchase orders are acceptable only on stock items. Written purchase orders are required for specialty or build-to-order items, or where non-stock purchases are necessary. Written purchase orders may be faxed or sent electronically as .pdf documents to Nile Merry Tools. All orders are subject to acceptance by Nile Merry Tools.


4. Credit Approval/New Accounts: A buyer may qualify, at Nile Merry Tool's sole discretion, as a Nile Merry Tools Credit-Approved Buyer upon satisfactory completion of a new customer form, via fax or telephone, plus a faxed copy of company credit references and bank information or a signed commercial credit account application.


5. Payments: Subject to the down payment provisions and other limitations set forth in these Standard Terms of Sale, payment for goods and/or services purchased shall be due and payable to Nile Merry Tools, LLC in US dollars thirty (30) days from the date of invoice. Buyer shall pay Nile Merry Tools interest on all past due amounts at the rate of 18% per annum or the highest lawful rate, whichever is lower. Nile Merry Tools will be entitled to recover all costs involved in the collection including, but not limited to, reasonable attorney fees. If Nile Merry Tools reasonably deems itself insecure, payment for goods and/or services purchased by Buyer shall be due and payable prior to shipment by Nile Merry Tools. The buyer does hereby grant to Nile Merry Tools a security interest in the goods sold by Nile Merry Tools to Buyer as security for the payment of the goods and/or services. Buyer hereby authorizes Nile Merry Tools to file appropriate financing statements as may be necessary under the Uniform Commercial Code ("UCC") to perfect and continue the security interest granted Nile Merry Tools by Buyer in the goods until such time as Nile Merry Tools has received full payment for the goods and/or services. Buyer shall make certain that (i) all good sold by Nile Merry Tools to Buyer retain their personal property character in order not to be characterized as fixtures and (ii) if any such goods are placed on any real property subject to any mortgage, lien or encumbrance, such goods shall be expressly excluded from the terms of such mortgage, lien or encumbrance. Within thirty (30) days from the date Nile Merry Tools receives payment in full for the goods and/or services, Nile Merry Tools shall release or cause to be released any UCC financing statement that Nile Merry Tools and/or services, Nile Merry Tools shall release or cause to be released any UCC financing statement that Nile Merry Tools and/or any supplier of Nile Merry Tools has and/or have filed against Nile Merry Tools or Buyer covering the goods.


6. Down Payments: A down payment is required for all orders over $10,000, for special machines, and for all build-to-order equipment. Unless otherwise negotiated, the down payment amount is 40% of the total cost and is due upon order acceptance by Nile Merry Tools, with the balance due net 30 upon shipment.


7. Shipping, Handling and Taxes: All shipping and handling charges are pre-paid and added to the invoice price unless otherwise agreed between Nile Merry Tools and buyer.
   
   All prices are F.O.B. Nile Merry Tools plant, Fairborn, Ohio, USA. Nile Merry Tools prices do not include export boxing or crating for overseas shipment, sales, excise, use, gross receipts, turnover, and value added or similar taxes, tariffs and import duties and the buyer agrees to pay and absorb the same in full. All licenses and permits, whether federal, state or local, or those of a foreign government, shall be secured by the buyer at buyer's expense. Additional costs to modify any products in order to comply with federal or state laws, regulations or interpretations, adopted or published subsequent to the acceptance by Nile Merry Tools of any order shall be borne by the buyer.
   
   Handling charges, in addition to freight charges, are as follows: $4.95 per order for Component Orders; $15.00 per tool for End-of-Arm Tooling (EOAT) Orders, and $45.00 for Palletized Orders. The cost of any special packing or special handling caused by buyer's requirements or requests shall be added to the amount of the order.
   No claim for shipment shortages will be allowed unless made in writing within twenty (20) days of the date of delivery by Nile Merry Tools to the buyer. Claims for products or lost in transit should be made on the carrier, as Nile Merry Tool's responsibility ceases, and title passes, on delivery to the carrier.


8. Discount Program: Nile Merry Tools offers customers a 5% discount on most single orders greater than $5,000, and a 10% discount on most single orders greater than $10,000. No discounts are offered on EOAT products or services performed at the customer's site. Key Accounts and OEM discounts may also be available, but must be approved by the Accounting Manager and the General Manager of Nile Merry Tools.


9. Low Price Guarantee: Nile Merry Tools will match any competitor's price for off-the-shelf components. To take advantage of this guarantee, a copy of the competitor's quotation or invoice is required. The quotation or invoice must contain sufficient details for Nile Merry Tools to determine that the competitor's goods are the equivalent of the Nile Merry Tools product.


10. On-Site Service and Installation: Service and installation costs will be billed at $95/hour for on-site services and at $55/hour for travel time. A minimum of 4 hours/day will be billed. If the total of travel and on-site hours for any particular day exceeds 8 hours, or if it includes weekend hours or holiday hours, the on-site rate will be $125/hour for that day; the rate for travel time will remain at $55/hour. All cost associated with travel including meals, lodging, airfare, car rental, taxi, mileage, etc. will be billed to and paid by the customer.


11. Limited Warranty: Stock Nile Merry Tools products are warranted against defects in workmanship and materials for a limited period of ninety (90) days from the date of delivery by Nile Merry Tools to buyer, excluding consumable items, such as vacuum cups, which are warranted against defects in workmanship and materials for a limited period of thirty (30) days from the date of delivery. Other special EOAT products and machines are warranted against defects in workmanship and materials for a limited period of six (6) months from the date of delivery, assuming normal use of the item. Nile Merry Tool's liability under this warranty shall be limited to repairing or replacing, at the option of Nile Merry Tools, any goods found by Nile Merry Tools upon inspection to be defective or nonconforming. This Limited Warranty is void if the defect in or failure of the product is the result of the accident, abuse or improper use by the buyer, or is attributable to unauthorized maintenance or repair.
    
    EXCEPT AS EXPRESSLY SET FORTH ABOVE, Nile Merry Tools PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING.
    
    IN NO EVENT SHALL Nile Merry Tools BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. BUYER WAIVES ANY CLAIM AGAINST Nile Merry Tools FOR PUNITIVE OR EXEMPLARY DAMAGES. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY LEGAL ACTION ARISING FROM OR IN CONNECTION WITH ANY DEFECT OR FAILURE IN ANY GOODS PROVIDED BY Nile Merry Tools, OR THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES PROVIDED BY Nile Merry Tools, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE ACCEPTANCE OF SUCH GOODS OR SERVICES BY BUYER.
    
    The Limited Warranty discussed above does not apply to third party products sold by Nile Merry Tools. Such goods may be covered by the manufacturer's warranty, and buyer acknowledges that its sole remedy with respect to any defects in such third party products lies with the manufacturer of those goods.


12. Warranty Returns; Returns for Replacement Goods: Buyer must receive written authorization from Nile Merry Tools before returning any products for repair or replacement under warranty. Buyer shall pay to ship the defective product to Nile Merry Tools. Nile Merry Tools will then repair or replace the item, and ship it back to the buyer at Nile Merry Tool's expense. Should Nile Merry Tools inadvertently ship the wrong goods to the buyer, the buyer should contact Nile Merry Tools to arrange for return of those goods for replacement with the correct goods. All repaired or replacement goods shall be F.O.B. Nile Merry Tools plant, Fairborn, Ohio, USA.
    
    If examination and testing revealed that a product returned under warranty is not defective, Nile Merry Tools will return the product to the buyer at the buyer's expense.


13. Other Returns: Unwanted stock products and products from third parties can only be returned within thirty (30) days of the date of delivery by Nile Merry Tools to the buyer. Returns of stock products are subject to a fifteen percent (15%) restocking charge; returns of third-party products are subject to a thirty percent (30%) restocking charge. Returns will only be accepted by Nile Merry Tools if Nile Merry Tools determines, in its sole judgment, that the goods are in re-saleable condition. The buyer is responsible for any costs involved in shipping returned goods to Nile Merry Tools, and shall likewise be responsible for any shipping charges involved in shipping unacceptable returned goods back to the buyer. No returns will be accepted after the thirty (30) day period has expired.
    
    Any EOAT products, specialty machinery or build-to-order equipment may only be returned with approval by the General Manager or Design Manager of Nile Merry Tools. Nile Merry Tools will inspect the returned tool/machine for usable parts and will credit the buyer's account for the cost of any parts of the tool/machine that can be restocked, less a thirty percent (30%) restocking fee.


14. No-charge Replacement parts for EOAT or build-to-order equipment are to be no more than 25% of the original price of the item, with a limit of $1,000.00 (unless otherwise negotiated). All outgoing shipments are to be at the full sales price, with a return authorization issued for credit upon return of the replaced parts.


15. Warning: All Nile Merry Tools products and components are designed to provide robotics system experts with options for system development. Before integrating any Nile Merry Tools product or component into any robotic system, system experts must assure user safety by determining that each product or component is compatible with the system. This determination can usually only be made through testing, training and a thorough safety evaluation. SERIOUS BODILY INJURY OR PROPERTY DAMAGE MAY RESULT FROM IMPROPER SELECTION, USE OR MAINTENANCE OF Nile Merry Tools PRODUCTS OR COMPONENTS.
    
    It is the buyer's sole responsibility to ensure that: (a) adequate safety evaluations and precautions are made before any Nile Merry Tools product or component is integrated into any robotic system; (b) each system containing Nile Merry Tools products or components is safe for its intended use, and is used safely; and (c) system users are properly skilled, adequately trained, and given appropriate safety warnings.


16. Force Majeure: Nile Merry Tools shall not be liable to buyer for any delay or failure in performance hereunder due to fires, strikes, other labor disputes, embargoes, requirements imposed by government regulations, civil or military authorities, acts of God, the public enemy or other causes which are beyond the control of Nile Merry Tools.


17. Governing Law: This document and the sale of all goods and services shall be governed by and construed in accordance with the laws of the State of Ohio, exclusive of its rules on conflict of laws. By placing an order with Nile Merry Tools, you agree that any action or proceeding arising out of such order, the goods purchased from Nile Merry Tools, or otherwise from your relationship and dealings with Nile Merry Tools must be brought in the state or federal courts located in Montgomery County, Ohio, and you hereby consent to the exclusive personal jurisdiction of such courts.