These terms govern all formal quotations, acknowledgments, and commercial sales of TOYO industrial automation products and components.
1.1. These Terms and Conditions of Sale ("Terms") govern all formal quotations, proposals, acknowledgments, and sales of industrial automation products, electric actuators, linear cylinders, robotics, and related accessories ("Products") issued by TOYO Robotics Americas Corp. ("Seller") to the commercial customer or distributor ("Buyer").
1.2. Quotations are valid for ninety (90) calendar days from issuance, unless revoked or revised in writing prior to acceptance.
1.3. A quotation may be accepted solely by Buyer's issuance of a formal written Purchase Order (PO) referencing the quotation. Any conflicting or additional terms on Buyer's PO are expressly rejected.
2.1. Quoted prices reflect product prices only and exclude freight, crating, special packaging, insurance, customs duties, tariffs, and applicable sales/use taxes.
2.2. All applicable freight, tariffs, taxes, and crating fees shall be itemized separately on quotations or invoices. Valid resale or tax-exemption certificates must be provided prior to shipment.
3.1. Initial Orders (New Accounts): Payment in full (100%) is required prior to shipment of Products.
3.2. Subsequent Orders: Net thirty (30) days from invoice date, subject to approved commercial credit.
3.3. Delinquency: Past-due balances accrue interest at 1.5% per month (18% per annum) or the legal maximum. Buyer covers all collection and legal costs.
4.1. Standard shipments operate on an Ex Works / FOB Origin basis when Buyer designates or pays freight.
4.2. Risk of loss and title to Products pass entirely to Buyer at the precise moment Products are loaded onto the commercial carrier at Seller's factory or fulfillment dock. Buyer pursues transit damage directly with the carrier.
5.1. All promised lead times and ship dates are reasonable estimates, not guaranteed firm dates.
5.2. Force Majeure: Seller is excused from liability for delays caused by acts of God, severe weather, port congestion, customs holds, supply chain shortages, labor disputes, or carrier bottlenecks.
6.1. Written cancellation requests may be submitted up to the time of actual shipment.
6.2. All cancellations require Seller's written consent and are subject to cancellation fees covering incurred costs, non-recoverable engineering time, procurement, and labor performed.
6.3. Orders cannot be canceled once shipped.
All sales are final. Seller does not accept returns of Products for credit, exchange, or refund under any circumstances, except for authorized warranty repairs processed under Section 8.
8.1. Products are warranted free from defects in material and workmanship for two (2) years (24 months) from the original shipment date.
8.2. Exclusions: Excludes normal wear and tear on consumables (belts, seals, cable tracks), misuse, improper lubrication, unauthorized modifications, shock/contamination, or incompatible motor/drive pairing.
8.3. Remedy: Written notice and factory Return Material Authorization (RMA) required. Seller's exclusive obligation is repair or replacement of defective components, or credit up to the original purchase price paid.
SELLER'S AGGREGATE LIABILITY ARISING OUT OF ANY SALE OR PRODUCT SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR DOWNTIME DAMAGES, INCLUDING LOSS OF PRODUCTION OR PROFITS.
10.1. Governed by and construed under the laws of the State of California, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
10.2. Any dispute shall be settled by binding commercial arbitration administered by the American Arbitration Association (AAA) in California.
10.3. Emergency provisional or injunctive relief may be sought in courts of competent jurisdiction to protect intellectual property or confidential assets.