These Terms and Conditions (T&C”) govern all after-sales parts, service requests, and related support provided by Green Automation Americas LLC (“SUPPLIER” or “Green Automation”). By approving an estimate and purchasing any part, service, or otherwise engaging with Green Automation’s after-sales support, the customer (“CLIENT”) acknowledges and agrees to be bound by the policies outlined in this document. SUPPLIER and CLIENT shall be referred to from time to time within these T&C as “the Parties.” These T&C are designed to clarify the responsibilities of the Parties, ensure consistent service delivery, and outline the conditions under which parts and services are offered.
The following T&C shall apply to all current and future after-sales parts and services of SUPPLIER in relation to the delivery of parts and services for the Green Automation growing system, as well as on-site support and installation, software design, and other services.
These T&C supersede all prior proposals, negotiations, representations, agreements and understandings between the Parties, including those contained in any confidentiality agreements, and all terms and conditions contained in any CLIENT-provided purchase orders, and constitutes the complete and exclusive agreement between CLIENT and SUPPLIER regarding the subject matter hereof, and CLIENT acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SUPPLIER which is not set out in these T&C. Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for CLIENT’s convenience in record keeping, and no such reference or the provision of services to CLIENT shall be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or other CLIENT-provided documentation. Any such associated terms and conditions shall be of no force and effect and shall not in any way be deemed to amend, modify, supersede, alter or supplement these T&C.
SUPPLIER reserves the ownership right in relation to all parts, spare parts, and replacement parts used or delivered until all payments for the products and services outlined in the approved estimate (delivery contract) are received, along with interest due, if applicable, and related shipping costs, included but not limited to fees, related duties, and tariffs.
SUPPLIER reserves title and copyright to all documents. These shall not be made available to any third parties nor used for advertising purposes, and must be returned upon request, or proof of deletion must be provided. Documents may only be used in accordance with the contract; in particular, they may not be relied upon to replicate any identical or similar goods. Design drawings will not be supplied.
Any and all Intellectual Property Rights in and to the Green Automation products, services, documentation, and the software installed in the products and any copies, modifications, translations, amendments, new versions, updates, and derivatives thereof shall belong exclusively to Green Automation. For the avoidance of doubt, all of CLIENT’s data created or used in connection with the products remains CLIENT’s property. Notwithstanding any other provision in these T&C to the contrary, CLIENT agrees that Green Automation may utilize data that comes into the possession of SUPPLIER because of CLIENT’s use of any product and software for purposes of analyzing the product’s performance and productivity and for the purpose of aggregating performance-related data associated with Green Automation’s multiple CLIENTS’ use of the Green Automation’s products. Green Automation shall not disclose any information about CLIENT’s use of the System to third parties.
SUPPLIER shall retain all right, title, and interest in and to any tools, processes, software, designs, know-how, trade secrets, and other intellectual property owned or developed by SUPPLIER. No ownership of SUPPLIER Intellectual Property is transferred to Client. Except as expressly provided herein, SUPPLIER does not grant CLIENT any rights or licenses under its patents, copyrights, trade secrets, or other intellectual property.
Offers for parts or services are made by SUPPLIER by submitting an estimate to CLIENT. The estimate is valid for fourteen (14) days, unless otherwise specifically agreed and confirmed in writing by SUPPLIER. SUPPLIER reserves the right to make alterations to the offer until CLIENT submits final written approval. Descriptions, printed matters, drawings, photographs, etc. provided in conjunction with any offer shall not be binding, and SUPPLIER shall not be responsible for errors in writing and/or calculations.
All offers made by SUPPLIER are subject to confirmation and are non-binding. Once approved in writing, all orders placed by CLIENT shall be deemed to be a binding offer of a contract. Acceptance may be declared by confirming the order by signature of the estimate or submittal of a Purchase Order. Any CLIENT purchase terms that are in conflict with SUPPLIER’s proposed terms are expressly rejected.
CLIENT is responsible for the correct specification and technical description of a spare or replacement part. SUPPLIER’S team will make reasonable/good faith effort to assist in that selection.
Any information or advice given by SUPPLIER regarding the suitability of the spare or replacement parts selected by CLIENT shall not be binding, as SUPPLIER accepts the order for the spare or replacement part without having inspected the object/machine into which the part is to be installed. If the wrong part is delivered after CLIENT’s approval, CLIENT has the option to pay and keep the part for later use or return the part to SUPPLIER’s warehouse in Finland at CLIENT’s expense. Any such return must be made within five (5) days of receipt by CLIENT of the part.
SUPPLIER can offer both on-site and remote services, such as software design, installation, testing, commissioning, supervision, project management, preventive or corrective service of CLIENT’s equipment as specified in an estimate and an order confirmation, Purchase Order, Change Order, or similar documentation. Services shall be limited to that which is expressly offered and accepted through the final order confirmation, Purchase Order, Change Order, or similar documentation.
On-site services offered by Green Automation will be described in the estimate. On-Site service is offered at a full-day rate (10 hours) or an hourly rate. If travel time is required, travel days at a daily rate will be charged to CLIENT. Time periods specified by SUPPLIER within which services are to be carried out are based on estimates only and are, therefore, not binding. If CLIENT requires an extension of the services or additional services become necessary, those services shall be extended and invoiced accordingly.
CLIENT must make sure that the following preconditions are met before and during any service visit: (i) The equipment must be available at the specified time; (ii) The operations might have to stop for a period of time in order to perform the service; (iii) Ensure that the service is not carried out under dangerous or unhealthy conditions and shall take all necessary measures to protect SUPPLIER’s personnel from exposure to any safety or health hazard. Heat stress is a health hazard. For extensive service (3 hours or more) in the greenhouse, the temperature in the area of work cannot exceed 80 degrees Fahrenheit; (iv) CLIENT must make at least one internal technician/service manager completely available to SUPPLIER during the entirety of any on-site visit; (v) Availability of all necessary equipment on site, auxiliary tools, machinery, materials, and supplies. If not on site, SUPPLIER employees are authorized to and will purchase at CLIENT’s sole expense and this may delay work; (vi) Availability of necessary storage facilities, providing protection against theft and deterioration of the parts, the product to be repaired, the tools and equipment required to perform the work. Any theft or deterioration during the on-site visit shall be the sole responsibility of CLIENT.
If the preconditions are not met by CLIENT, SUPPLIER has the right to delay the work until conditions are acceptable and/or reschedule the work. CLIENT shall nevertheless pay for the visit and reimburse SUPPLIER for any additional costs.
Travel expenses (such as flights, transportation, car rental, parking, gas, and accommodations) incurred by SUPPLIER’s personnel will be invoiced to CLIENT based on actual cost + 5% service fee. Per Diems are included in the daily service fee rate. The daily service fee rate, as well as the price for travel days, will be invoiced according to the price stated in the estimate.
When SUPPLIER notifies CLIENT of the completion of the services, or, if so agreed, a test run has been completed, CLIENT shall be obliged to accept the completed services. If services prove defective, SUPPLIER shall cure the defect, unless the defect is minor or not attributable to SUPPLIER. Acceptance may not be refused by reason of minor defects or defects not attributable to SUPPLIER.
SUPPLIER offers remote support service. CLIENT will select one of Green Automation’s Enhanced Customer Support Packages. The High-level and Mid-level packages include remote support through Green Automation’s Customer Support Portal (PORTAL) as well as access to Green Automation’s emergency support phone line. CLIENTS selecting the Basic-level support package do have access to the PORTAL and will be invoiced for any support requested that exceeds CLIENT’s support package. No support is included in the BASIC-level package. The emergency phone line is not part of the Basic-level package. Calls from CLIENTS with the BASIC-level package will be addressed when staff availability permits and shall be invoiced according to the pricelist. By requesting support without a High-level or Mid-level package, CLIENT agrees to pay for all support requests according to the pricelist.
The emergency phone number should only be used if urgent support is needed to avoid disruptions in the operations on-site. If the emergency number is misused, i.e., if the topic or question clearly does not address an urgent situation on-site and could have been answered through a PORTAL ticket within the next 12-24 hours without harming the operations, CLIENT understands and agrees that Green Automation has the right to invoice CLIENT for 1 hour of remote support.
When purchasing products that in whole or in part utilize Green Automation software, CLIENT shall only obtain a non-exclusive right to use the software. Thus, CLIENT shall not obtain any ownership of the software. CLIENT’s entitlement to use the software may not be transferred, and CLIENT shall not be entitled to provide copies of the software programs to third parties.
Pricing is subject to change until estimate is approved in writing. The estimates are valid for fourteen (14) days. All quoted product prices are exclusive of VAT and taxes of all kinds. SUPPLIER attempts to make an estimate of the shipping cost, including handling, duties, governmental charges, fees, or assessments, import and export fees, as well as country-specific tariffs.
Payment terms are thirty (30) days from invoice. Preferred method of payment is via ACH/EFT. If CLIENT chooses to pay via wire transfer, any applicable bank service and/or wire fees will be the responsibility of CLIENT. A 1.5% monthly finance charge will be applied to invoices not paid according to the 30-day net terms, which is an annual percentage rate of 18%. If CLIENT is in default, CLIENT understands and agrees that SUPPLIER is entitled to, immediately and without further notice, cease performance under any other agreement regarding the sale of goods and/or provision of services if the goods and/or services have not been delivered and/or provided to CLIENT. CLIENT understands and agrees to hold SUPPLIER harmless for such action.
Delivery of parts orders to the United States will be shipped using Incoterms 2020 Delivered Duty Paid (DDP) terms, meaning that SUPPLIER will handle all shipping charges, import duties, and taxes associated with the delivery and invoice CLIENT accordingly. For CLIENTS in Canada, shipments will be made under Incoterms 2020 Delivered at Place (DAP) terms, where SUPPLIER handles the shipping costs, but CLIENT is responsible for any applicable import duties and taxes. The total shipping charges will be invoiced to CLIENT as part of their order.
Delivery times may vary based on the shipping destination and the applicable customs clearance processes. In no case can SUPPLIER undertake any responsibility, nor will SUPPLIER be responsible for late delivery. Compliance with an agreed delivery time for a part is subject to the correct and timely delivery to SUPPLIER by its upstream suppliers or manufacturers of the parts. Title and risk of loss transfer to CLIENT upon delivery to CLIENT’s site or handover of software/service deliverables, as specified per order.
SUPPLIER will deliver products upon availability. Note that SUPPLIER reserves the right to combine shipments, but it is under no obligation to do so.
Unpacking and Inspection – Date of delivery by courier will be the officially accepted date of delivery. CLIENT has five (5) days to inspect parts and accept order delivery as is. If shortages, defects, transport damages, or any other discrepancies are noticed, CLIENT should contact SUPPLIER via the PORTAL and describe the situation in detail. Any such notification must be made within five (5) days of receipt by CLIENT of the part to ensure reasonable response time and attention.
Original SUPPLIER parts have a 12-month warranty. The warranty is valid only if the product/parts have been used with due care and in accordance with the instructions for use and for the originally intended purpose of use under proper conditions. The warranty period starts from the date of delivery from the SUPPLIER. Parts acquired from other manufacturers will be subject to the manufacturer’s warranty terms and approval. The warranty of replaced or repaired parts expires at the time of the original warranty period of the product in accordance with the terms hereunder. Repair or replacement does not extend the original warranty period.
For original SUPPLIER parts, that are within the warranty period, SUPPLIER will evaluate claims of technical defects. If evaluation, in the sole discretion of SUPPLIER, proves that the technical defect is due to bad workmanship or faulty components for which SUPPLIER is responsible, the warranty claim will be accepted, and SUPPLIER shall bear the costs necessary to remedy the defect, provided that this does not result in a disproportionate burden on SUPPLIER.
Warranty claims shall only be recognized if a full description of the nature of the defect is given simultaneously with the complaint. A warranty request form should be completed, and photos MUST be included with the form, all to be sent via a warranty request ticket on the PORTAL. Emails or calls regarding warranty parts will not be accepted. Parts might need to be shipped to SUPPLIER’s location for evaluation. The evaluated part shall become the property of SUPPLIER. CLIENT is responsible for all shipping fees related to the warranty claim.
CLIENT shall give SUPPLIER the necessary time and opportunity to carry out all repairs and subsequent deliveries which SUPPLIER deems necessary; otherwise, SUPPLIER shall be released from liability for any consequences arising therefrom. In the event the manufacturer can repair the part in question, SUPPLIER will facilitate communication between the manufacturer and CLIENT. SUPPLIER will not be responsible for any warranty on refurbished parts.
CLIENT shall bear the costs of any assembly and disassembly in the process of replacing faulty parts.
This warranty does not cover defects caused by: (i) Normal wear and tear or external factors such as accidents, failures in electricity supply or air-conditioning, thunder, fire, force majeure, water damage, chemical, electro-chemical or electronic influences, defective structural work, improper foundation or any other factual situation not the product of the part; (ii) Information, instructions or materials given by CLIENT unless done at the direction of SUPPLIER; (iii) Replacement of consumable parts or spare parts, unless such replacement is performed or recommended by SUPPLIER; (iv) Unsuitable or improper use, defective assembly, unsuitable or improper storage, unsuitable operating material, faulty installation or operation by CLIENT or third parties, negligence, or failure to follow installation, usage, maintenance, or cleaning instructions; (v) Alterations made by anyone other than SUPPLIER unless so directed by SUPPLIER; and/or (vi) Usage of the product in other than the approved usage environment.
Unforeseeable circumstances and/or extraordinary events that are beyond the control of the parties involved, making it impossible or impractical to perform contractual duties. These events can include natural disasters (like hurricanes, earthquakes, floods), wars, strikes, government actions, and other significant disruptions. CLIENT cannot hold SUPPLIER liable or responsible for any delay, damage, or issue arising out of or related to any force majeure event.
Neither Party shall be liable to the other for any loss of profits, loss of use, loss of production, operating loss, loss of time, or any other indirect, incidental, or consequential damages, including those suffered by CLIENT even if such damages were foreseeable and/or the other party was advised of their possibility. Except for liabilities arising from (a) gross negligence or willful misconduct, (b) breach of confidentiality, or (c) infringement of intellectual property rights, each Party’s total aggregate liability shall not exceed the amount paid or payable for the specific Purchase Order or Service Order giving rise to the claim. The limitations and exclusions in this Section apply equally to both Parties and reflect the Parties’ mutual understanding of reasonable risk allocation under these T&C.
Either Party may terminate an order for convenience upon thirty (30) days’ prior written notice to the other Party. In such event, CLIENT shall pay SUPPLIER for: (i) all Services properly performed and Goods delivered up to the termination effective date; (ii) all non-cancellable commitments and materials ordered specifically for the terminated order; and (iii) reasonable demobilization or restocking costs, if applicable. Termination for convenience shall not relieve either Party of payment obligations accrued before termination.
Either Party may terminate an order immediately upon written notice if the other Party: (i) materially breaches the T&C and fails to cure such breach within thirty (30) days after receiving written notice; or (ii) becomes insolvent, files for bankruptcy, or ceases business operations.
Upon termination, all rights and obligations of the Parties shall cease, except those which are expressly addressed by this Section 10 or by their nature should survive, including payment, confidentiality, warranties, indemnification, and limitation of liability.
CLIENT shall indemnify, defend, and hold harmless Green Automation, its affiliates, and their respective directors, officers, and employees (collectively, the “Indemnified Parties”) from and against any third-party claim, loss, damage, demand, cause of action, or liability (including reasonable attorneys’ fees and court costs) arising out of: (i) CLIENT’s negligence or willful misconduct, or that of its employees, agents, or subcontractors; (ii) CLIENT’s breach of these Terms and Conditions; or (iii) any actual or alleged infringement of a third party’s intellectual-property rights resulting from materials, specifications, designs, or instructions provided by CLIENT.
The Indemnified Parties shall promptly notify CLIENT of any claim for which indemnification is sought, provide reasonable cooperation, and allow CLIENT to control the defense and settlement of the claim, provided that no settlement may impose liability or require an admission of fault by any Indemnified Party without its prior written consent. This indemnification obligation constitutes CLIENT’s sole and exclusive responsibility to Green Automation for third-party claims covered by this section.
Each party shall, at its own expense, maintain the following insurance coverage: (i) Commercial General Liability Insurance with limits of not less than USD $1,000,000 per occurrence and USD $2,000,000 in the aggregate, including coverage for bodily injury, property damage, contractual liability, and products/completed operations; and (ii) Workers’ Compensation Insurance as required by applicable law, and Employers’ Liability Insurance with limits of not less than USD $1,000,000 per occurrence.
Upon reasonable written request, each party shall provide a certificate of insurance confirming the required coverage. Each party’s insurance shall apply on a primary basis with respect to claims arising from that party’s own acts or omissions. The maintenance of insurance shall not limit, reduce, or otherwise affect any obligations or liabilities arising under these Terms and Conditions.
This Agreement shall be governed by the laws of the state of Florida. If there is any dispute arising out of or related to the relationship between the Parties, the Parties agree to first attempt to resolve the matter through informal, good-faith negotiations between the Chief Executive Officer of Green Automation and Chief Executive Officer of CLIENT within thirty (30) days of the dispute. If the dispute remains unresolved, any and all disputes arising out of or in any way related to the products and services sold by Green Automation to CLIENT must be submitted to arbitration before a single American Arbitration Association (“AAA”) arbitrator under the AAA commercial rules in West Palm Beach, Florida. Each party shall bear their own fees, costs and attorneys’ fees associated with the arbitration, with the prevailing party in any such arbitration being entitled to its attorneys’ fees and costs to be determined by the arbitrator utilized in the underlying arbitration. The lone exception to this mandatory arbitration agreement shall be claims associated with Green Automation’s intellectual property, which may be submitted on an emergency basis and/or for injunctive relief to any federal or state court in Palm Beach County, Florida. Such permissible court action shall not be a condition precedent for arbitration, and the parties may contemporaneously pursue all other claims at arbitration consistent with this agreement.
