Robopac USA Terms and Conditions: Essential Information for Users

STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions (“Terms”) are by and between the direct purchaser (“Buyer”) and Aetna Group USA, Inc. d/b/a Robopac USA, Inc. (“Robopac“) and govern Buyer’s purchase of semi-automatic equipment, associated services and parts (collectively “Products“) from Robopac as described in the proposal attached hereto (the “Proposal”. The Terms and the Proposal are collectively referred to as the “Agreement”).

Once this Agreement is executed by the parties, Buyer may issue a purchase order or some such similar document that references this Agreement and trigger fulfillment thereof (the, “Buyer PO”). All Buyer PO’s shall be subject to Robopac’s written acknowledgement and acceptance. In the event of any conflict between this Agreement and a Buyer PO, this Agreement shall govern, whether or not the Buyer PO is executed by a representative of Robopac. Any variations to this Agreement must be agreed to by both parties in writing. A waiver by Robopac of a breach by Buyer to any of this Agreement r shall not prevent the subsequent enforcement of this Agreement and shall not be deemed a waiver of any subsequent breach.

PRODUCT PRICES AND DISCOUNT STATUS

The prices or license fees and the applicable discount status, if any, for Products purchased hereunder are as specified in this Agreement.

CANCELLATION, CHANGES AND RESCHEDULING

Recognizing that the costs and damages that would result from rescheduling delivery, canceling or changing a Buyer PO would be difficult to compute, the parties agree as follows:

If Buyer cancels any Buyer PO within sixty (60) days of the scheduled delivery, then Buyer shall pay a fee equal to twenty percent (20%) of the list price of the equipment. If the Buyer PO involves Product not listed in Robopac’s then current Price List, Buyer agrees to reimburse Robopac for all out-of-pocket costs and expenses accumulated by Robopac as of the date written notice of cancellation is received. Robopac shall have the right to satisfy such obligation from any advance payments paid by Buyer against the affected Buyer PO or against any other outstanding Buyer PO. The collection or enforcement of this amount shall be without prejudice to any other rights or remedies available to Robopac at law or in equity. The imposition or payment of such amount shall not operate as a waiver of any other claim, right to damages, or other legal or equitable remedy to which Robopac may be entitled as a result of the cancellation.
If Buyer reschedules a delivery by thirty (30) days or longer, then the purchase price shall become due and payable as originally contemplated as if the original delivery date were retained.

SHIPMENT

Regardless of the Incoterms set forth in the Proposal, Bill of Lading or otherwise, all costs of transportation connected with delivery (freight, duties and customs), all fees for insurance while the Product is in transit to the installation site and a ten percent (10%) handling fee shall the responsibility of Buyer. An estimate of such fees will be set forth in the Proposal. Products shall be packaged and shipped in accordance with Robopac’s standard commercial practice. Risk of loss and title shall pass at the point of delivery to the shipping carrier.

ECONOMIC ADJUSTMENT.

The Fees set forth in the Proposal are based on the economic conditions, including but not limited to, the cost of raw materials, labor, and currency exchange rates, prevailing as of the Effective Date. Where the Proposal is for a special order of Product not currently in inventory and in the event of any material change in such economic conditions, whether due to fluctuations in foreign exchange rates, significant increases in the cost of raw materials, tariffs, governmental regulations, or any other external trade factors beyond a party’s control, the party that is adversely affected shall have the right to provide written notice to the other party requesting an adjustment in fees with reasonable documentation supporting the request.

Upon such notice, the parties shall meet and negotiate in good faith an equitable adjustment to the fees, delivery terms, or other affected terms of this Agreement to account for the economic condition.
If the parties are unable to agree on an adjustment within sixty (60) days after notice, either party may escalate the matter to senior management for resolution. If no resolution is achieved within thirty (30) additional days, either party may terminate the affected portion of this Agreement upon sixty (60) days’ prior written notice, without further liability except for obligations incurred prior to termination.
During the negotiation and escalation period, both parties shall continue to perform their obligations under this Agreement in good faith.

This clause shall not be construed to limit a party’s right to equitable relief or remedies at law for any impact resulting from substantial economic changes affecting such party’s ability to perform under this Agreement.

PAYMENT

Buyer shall pay Robopac in the amounts and according to the terms specified in this Agreement. Payments for invoices are due and payable in U.S. currency, net 30 days from the date imprinted on the invoice. Payments not timely received will result in a monthly late charge of the lesser of 1.5% on the unpaid balance or the maximum amount permitted by applicable law. In addition to any other rights Robopac may have under this Agreement or by law, If payments are not received within 60 days from the date imprinted on the invoice, then all payment terms may be converted to a C.O.D. basis by Robopac, at its sole discretion. If Robopac has a reasonable basis to believe that Buyer’s financial condition so warrants, Robopac may in its sole discretion change or accelerate credit terms.

Confirmation of Bank Details. Before making payment pursuant to the bank details indicated in the invoice, Buyer shall validate the bank information by calling Robopac’s administration office for confirmation. Any change in previously confirmed bank information must be confirmed by the procedure indicated above. It is understood that Robopac will not be held responsible for any payments made by Buyer utilizing bank details that were not confirmed by Robopac.

TAXES

Buyer agrees to pay promptly when due all taxes, assessments and other public charges that might be directly or indirectly levied, rated, charged upon, or measured by or arise from the sale, transportation, delivery, use or consumption of the Product, or otherwise upon this transaction. If Buyer fails to make payment of the same or to file any required return, Robopac shall have the right to file a return and to make payment of the tax and the amount so paid shall then become immediately due and payable by Buyer to Robopac and shall be in addition to any and all other money due and payable under this Agreement.

SECURITY INTEREST

To secure payment of the fees, Buyer hereby grants Robopac a purchase money security interest in the Products (“Security Interest”), and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The Security Interest granted hereby shall secure the full and faithful performance by Buyer and all of Buyer’s obligations under this Agreement. Notwithstanding the foregoing, the provisions of this Section do not apply with respect to COD sales of Products for which payment is actually received by Robopac from Buyer prior to or at delivery of the Products to the delivery location. Additional terms regarding the Security Interest are located on Exhibit A attached hereto and incorporated herein by reference. Upon written request, Buyer will execute any document required to perfect this security interest.

INSTALLATION

If Buyer purchases installation services, Robopac shall complete the installation of the Products in accordance with the terms in this Agreement.

Robopac’s ability to install the Product is dependent on Buyer’s performance of certain acts as set forth in this Agreement. Without limiting the foregoing:

Buyer must provide a safe, clean space for the installation of the Products with an adequate power supply, foundation upon which to install the Products, ventilation and temperature control, all of which must be suitable in Robopac’s sole determination (the “Site“). All Site preparation must be completed by Buyer at its expense prior to installation.
At the time of installation, Buyer will supply all labor necessary for unpacking or uncrating of the Products. Products may only be unpacked under the supervision of Robopac personnel and failure to do so will void any warranties.
The Site must be within the contiguous United
Buyer warrants that installation by Robopac complies with all local laws, union agreements or other agreements, leases or other
Installation shall be deemed complete upon the successful execution of Robopac’s standard diagnostic
Buyer agrees to indemnify and save harmless Robopac against any and all claims of any persons whatsoever, arising out of or resulting from the installation and operation of the Product. Robopac will rely on Buyer’s representations that the Product is suitable and Buyer shall be solely liable for personal injuries or property damage, whether to the equipment, other property or otherwise, occasioned by or resulting from an unsuitable foundation.

If Robopac is unable to install the Product due to Buyer’s failure to prepare the delivery site in accordance with this Agreement, Buyer shall pay Robopac at Robopac’s standard rates for each day Robopac’s personnel are idle. Any Product warranty provided under this Agreement is dependent on the Product being installed by Robopac or an approved Robopac installer.

WARRANTY

Robopac warrants that during the warranty period stated in the Proposal, the Products and parts delivered under this Agreement shall be free of defects in material and workmanship.

SPARE PARTS

Spare parts purchased after expiration of the warranty period for the Product purchased shall be warranted for a period of sixty (60) days from the date of delivery, during which time Robopac will either repair or replace, at Robopac’s sole option, a part found defective due to faulty workmanship or materials.

If Robopac receives written notice of defects during the applicable warranty period, Robopac will, at its option, either repair or replace the Product or part if it is found to be defective due to faulty workmanship or materials. This remedy is Robopac’s sole and exclusive obligation, and Buyer’s sole and exclusive remedy with respect to a warranty claim for defective Product. Equipment and accessories not of Robopac’s manufacture are warranted only to the extent that they are warranted by the manufacturer(s) of the same. Robopac’s liability or warranty hereunder shall not exceed the amount of the purchase price paid for the defective item.

DURATION AND COMMENCEMENT OF WARRANTY PERIOD

The warranty period begins on the date of delivery of the subject Product. If Buyer schedules or delays installation more than thirty (30) days after delivery, the warranty period will be invalidated.

LIMITATION OF WARRANTY

Robopac’s warranty shall not apply to defects resulting from the following unless caused by Robopac:

Improper or inadequate maintenance of the Product;
Equipment and accessories not supplier by Robopac;
Misuse, negligence, alteration, tampering or incorrect use of the Product;
Damage incurred during shipment or unauthorized unpacking; or
Damage resulting from incorrect implementation of Robopac’s advice in the installation, operation, maintenance and use of the

Warranties only apply if machine start-up, modifications or repairs are made by an authorized Robopac technician.

DISCLAIMER AND LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ROBOPAC MAKES NO FURTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY WAIVES AND DISCLAIMS, ALL WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AS TO THE

VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THAT THE OPERATION OF THE PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR FREE.

ROBOPAC WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF PROFIT, LOST TIME, LOSS OF DATA, LOSS OF USE OF ANY EQUIPMENT, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, TECHNOLOGY OR SERVICES, REGARDLESS OF WHETHER ROBOPAC HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES, WHETHER SUCH DAMAGES ARE OTHERWISE FORESEEABLE, AND THE THEORY UPON WHICH SUCH LIABILITY IS PREMISED. IN THE EVENT OF ANY LIABILITY INCURRED BY ROBOPAC HEREUNDER, THE AGGREGATE LIABILITY OF ROBOPAC FOR DAMAGES FROM ANY CAUSE WHATSOEVER UNDER THIS AGREEMENT WILL NOT EXCEED THE DOLLAR AMOUNT PAID BY BUYER FOR THE PRODUCT(S) OR SERVICES OR PORTION THEREOF GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Buyer hereby agrees to defend, indemnify and hold harmless Robopac, and its parent company and its affiliates, and their directors, officers, employees, representatives and agents (collectively, the “Robopac Indemnitees”), from and against any and all claims, suits, or actions made by third parties and the resulting costs (including without limitation attorneys’ fees and disbursements), expenses, losses or judgments that may be imposed on or incurred by any Robopac Indemnitee and that arise out of any of the following, whether committed by Buyer or any of their employees, subcontractors or vendors, or by any of their subcontractors’ or vendors’ employees, officers or directors:

(i) Unauthorized unpacking or incorrect / negligent installation, operation, maintenance and/or use of the Products;

(ii) Any violation of applicable laws, rules, regulations or ordinances and/or any failure of to obtain, or violation, of any applicable permits or consents, and;

(iii) Any infringement by of Robopac’s Intellectual Property Rights.

PATENTS, COPYRIGHTS AND TRADEMARKS

Buyer, its agents, employees and representatives hereby acknowledge Robopac’s and its affiliated companies’ ownership of all right, title and interest in all patents, pending patent applications, trademarks, trade names, service marks and copyrights associated with the Product (“Intellectual Property Rights“). Buyer, its agents, employees and representatives further acknowledge that Buyer shall acquire no interest in the Intellectual Property Rights by virtue of this Agreement. Buyer, its agents, employees and representatives agree that they will not use in advertising, publicity or otherwise any Intellectual Property rights or any contraction, abbreviation or simulation thereof that is owned by Robopac or its affiliated companies, or otherwise infringe on Robopac’s rights (or those of its affiliated companies) in the Intellectual Property Rights. Buyer further agrees not to remove or make or permit any alterations in any of the tags, labels or other identifying markings placed by Robopac on any of the Product.

TERMINATION

Either party may terminate this Agreement effective immediately in the event of a material breach by the other party if the breaching party does not cure said breach within sixty (60) days of written notice thereof. In the event of a breach by Buyer, Robopac may suspend performance of its obligations hereunder pending the sixty (60) day cure period, until cure or termination. Buyer will pay all of the Fees and expenses due and payable to Robopac upon termination.

CONFIDENTIALITY

Confidential Information. Each party acknowledges that it may receive or have access to, and the sale contemplated by this Agreement may bring each Party into close contact with, confidential and/or proprietary information (in whatever form or medium) of the other party, including, but not limited to, information related to business, products, services, operations, technology, and information about customers (collectively “Confidential Information”). Confidential Information will not include information that the receiving party can demonstrate (i) is or becomes generally known to the public not as a result of a disclosure by the receiving party; (ii) is rightfully in the possession of the receiving party prior to disclosure by the disclosing party; (iii) is received by the receiving party in good faith and without restriction from a third party, not under a confidentiality obligation to the disclosing party and having the right to make such disclosure; or (iv) can be shown by evidence was developed independently by or on behalf of the receiving party without the use of any Confidential Information of the disclosing party.
Use of Confidential Information. In recognition of the foregoing, each party covenants and agrees that it will keep and maintain all Confidential Information of the other party in strict confidence, it will not use or disclose the disclosing party’s Confidential Information for the receiving party’s own purposes or for the benefit of anyone other than the contracting parties as contemplated herein, and it will not, directly or indirectly, disclose the disclosing party’s Confidential Information to anyone outside the receiving party, except with the disclosing party’s prior written consent.
Permitted Disclosures. Notwithstanding anything in this Agreement to the contrary, a receiving party may disclose a disclosing party’s Confidential Information to the receiving party’s employees and agents having a need to know such information in connection with fulfilling its obligations pursuant to this Agreement and who are bound by obligations of confidentiality consistent with those set forth in this Section. Each party will instruct all its personnel as to their obligations under this Agreement and will ensure such personnel are bound by obligations of confidentiality at least as strict as those herein prior to their being given access to the disclosing party’s Confidential Information. The receiving party may disclose the disclosing party’s Confidential Information to the extent required by law; provided, however, that the receiving party notifies the disclosing party in writing in advance of such disclosure (if permitted by law to do so) and provides the disclosing party with copies of any related information so that the disclosing party may take appropriate action to protect the Confidential Information.
Remedies. Each party acknowledges that the disclosure of Confidential Information in breach of this Agreement may cause the disclosing party irreparable damages for which recovery of money damages would be inadequate and that may be difficult to ascertain. Therefore, the disclosing party, upon a disclosure or threatened disclosure of any Confidential Information, will be entitled to seek injunctive relief to protect such party’s rights under this Agreement in addition to any and all remedies available at law. This provision will not in any way limit such other remedies as may be available to the disclosing party, whether under this Agreement, at law or in equity.
Duration. The obligations of confidentiality set forth in this Agreement shall survive the expiration or termination of this Agreement for a period of five (5) years thereafter; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for so long as such information retains its status as a trade secret.

ASSIGNMENT

This Agreement and any Buyer PO issued hereunder may not be assigned by either party without the prior written consent of the other party.

EXPORT REGULATIONS

Unless otherwise agreed to by Robopac, a Buyer who exports Products from the U.S. assumes all responsibility for obtaining any required export authorizations. Without limiting the foregoing, Buyer shall not export, directly or indirectly, any technical data acquired from Robopac pursuant to this Agreement (or any Product utilizing any such data) to any country for which the U.S. Government, any agency thereof, or any applicable foreign governmental body at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

FORCE MAJEURE

Neither party shall be liable or responsible to the other, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term hereof, when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (each a “Force Majeure Event”): (i) acts of God; (ii) flood or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or action; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) delays in deliveries by Robopac’s vendors, or; (vi) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice to the other party within seven (7) days of learning of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The Impacted Party shall use commercially reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. A Force Majeure Event shall not excuse a failure to comply with any payment provision.

GOVERNING LAW

The laws of the State of Georgia shall govern all matters arising under or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement, without giving effect to its choice of law principles, Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the United States District Court for the Northern District of Georgia, or in any court of the State of Georgia sitting in Gwinnett, County. Buyer irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such claim or proceeding in any court having jurisdiction under this section, including any objection of inconvenient forum.

SURVIVAL

Any and all provisions in this Agreement which would reasonably be expected to be performed after the termination or expiration of this Agreement shall survive and be enforceable after such termination or expiration, including, without limitation, provisions relating to confidentiality, security, ownership of materials, representations and warranties, indemnification, limitations of liability, audit rights, effects of termination and governing law.

ENTIRE AGREEMENT

This Agreement and the Proposal contains the entire agreement among the parties with respect to the subject matter hereof and supersedes any and all other prior understandings, correspondence and agreements, oral or written, between or among the parties. If any provision of this Agreement is declared or found to be unenforceable, the balance of such document shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.

The headings to each provision have been inserted for convenience of reference only and do not affect the construction, meaning or effect of anything contained herein, nor do they govern the rights, obligations, or liabilities of the parties hereby.

EXHIBIT B

SECURITY INTEREST

(a) Covenants, Warranties, and Representations of Buyer. For so long as any amounts are owed by Buyer to Robopac under this Agreement, Buyer (i) shall be and use the Product in compliance with all applicable laws, regulations and ordinances; (ii) shall maintain the Product in good condition and repair, reasonable wear and tear excepted; (iii) shall pay when due all taxes, charges and impositions on the Product or the ownership, use, disposition or sale of same; (iv) shall keep the Product free of all liens, charges, claims, security interests and encumbrances of any third party; (v) shall permit Robopac to inspect the Equipment, and inspect and make extracts of all of Buyer’s books and records relating thereto, during normal business hours; (vi) shall promptly notify Robopac of the occurrence of any events which materially and adversely affects the value of the Product as collateral; (vii) shall promptly notify Robopac in writing of any change of Buyer’s legal name or any trade name or style, the organizational form in which Buyer conducts in business, state of organization, and the financial statements of Buyer; (viii) shall not, without Robopac’s prior written consent, sell, assign, exchange, lease, lend, license the use of pledge, encumber, grant a security interest in or dispose of the Product or Buyer’s rights therein, or use or operate the Product in a manner other than as intended by the manufacturer, or in violation of an insurance policy covering the Product, or remove or obliterate any markings affixed by Robopac to the Product or give notice of Robopac’s security interest therein or any identifying insignia, serial number, or lettering on the Product, or permit the Product to become so affixed to realty as to become a fixture (ix) Buyer will promptly deliver to Robopac any such additional instruments, information or assurances as Robopac or Robopac’s assignee may reasonably request concerning Buyer or its ownership. Buyer represents and warrants to Robopac that (1) the execution and performance of this Agreement have been and will be duly authorized and constitute an enforceable obligation against Buyer in accordance with its terms (2) this Agreement constitutes a legal, valid and binding agreement of Buyer enforceable in accordance its terms; (3) Buyer is duly organized and in good standing under the laws of its jurisdiction of organization and is and will continue to be duly qualified to do business and in good standing in any jurisdiction where any of the Product will be located; and (4) to the best of Buyer’s knowledge, there are no suits, actions or proceedings pending before any court, agency, or other tribunal, which, if determined adversely to Buyer, would materially affect Buyer’s ability to perform its obligations hereunder.

(b) Insurance. Buyer shall keep the Product insured against all risk of loss or damage from every cause whatsoever for which insurance is commercially available, in a coverage amount not less than the total cash purchase price of the Product, under policies providing that losses shall be payable to Robopac and requiring the insurer to give Robopac not less than thirty (30) days’ prior written notice of the effective date of any alterations or cancellations of any such policy. All such insurance policies shall otherwise be in form and substance and with companies satisfactory to Robopac. Buyer shall deliver such insurance policies to Robopac, or shall furnish to Robopac such other evidence of insurance as Robopac may from time to time request. The proceeds of such insurance shall be applied, at the option of Robopac, to (a) replacement, restoration or repair of any Product which is lost, stolen, damaged or destroyed, or (b) payment of the obligations of Buyer hereunder. Buyer hereby irrevocably appoints Robopac as Buyer’s attorney-in-fact, which appointment is coupled with an interest, to make claims for, receive payment of, and execute and endorse all documents, checks, or drafts received in payment of any loss or damage under any such policy of insurance. If Buyer fails to procure or maintain such insurance, Robopac shall have the right, but shall not be obligated, to obtain and maintain such insurance, and Buyer shall reimburse Robopac for the cost thereof.

(c) Covenants Regarding Location of Equipment. Until the Product Fees are paid in full, Buyer will not remove any of the Product from the location at which installed or otherwise change the location of any of the Product without the prior written consent of Robopac in each instance. EACH SIGNATORY HERETO WILL BE PERSONALLY LIABLE TO ROBOPAC FOR ANY ALL LOSS OR DAMAGE SUSTAINED BY ROBOPAC AS A RESULT OF ANY CHANGE IN LOCATION OF THE PRODUCT WITHOUT ROBOPAC’S PRIOR WRITTEN CONSENT SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY DAMAGE ARISING FROM LOSS OF PERFECTION OF ROBOPAC’S SECURITY INTEREST IN THE PRODUCT.

(d) Default. The occurrence of any of the following shall constitute an “Event of Default:” (i) any failure by Buyer in the payment, when due or payable of the Product Fees or any installment thereof or interest thereon; (ii) any breach of Buyer of any representation, warranty, covenant or agreement (other than as to payment) set forth in this Agreement or arising by operation of law or otherwise, which breach is not cured by the ninth (9th) day following notice thereof by Robopac to Buyer; (iii) the issuance or entry of any judgment, injunction or attachment against Buyer, the Product or any other property of Buyer; (iv) the giving of any notice of bulk sale or intended bulk sale by Buyer; (v) the appointment of a receiver or committee of creditors or liquidating agents, the offering of a composition or extension to creditors, the making of an assignment for the benefit of creditors or the commencement of any proceeding, suit or action for reorganization, dissolution or liquidation under any bankruptcy or other laws relating to the relief of debtors, to the extent that any of the foregoing is by, for, on behalf of or with respect to Buyer; (vi) the insolvency of Buyer, the suspension, termination, discharge or unenforceability of any guaranty executed in favor of Robopac with respect to any of the obligations secured hereby; or (vii) any change in the condition or affairs (financial or otherwise) of Buyer, including but not limited to (1) Buyer, or any of its owners, principals, or members become listed as SDN’s by the Office of Foreign Assets Control, or any (2) enters into any merger or acquisition with another entity, (3) changes its state or organization, or (4) or any other circumstances or facts regarding Buyer which in the good faith determination of Robopac impairs Robopac’s security or increase its risk.

Remedies on Default. Upon the occurrence of an Event of Default, or at any time thereafter if such Event of Default shall be continuing, in addition to any other rights or remedies Robopac may have, Robopac shall have any or all of the following rights and remedies: (i) Robopac shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any jurisdiction in which enforcement hereof is sought; (ii) Robopac may, at its option, accelerate and declare all of the indebtedness secured hereby to be immediately due and payable; (iii) Robopac shall have the right to take immediate and exclusive possession of any and all of the Product, wherever located, without interference from Buyer and for this purpose Robopac may, with or without judicial process and with or without prior notice, enter peacefully upon the premises where such Product may be situated and remove the Product from such location for disposition or proceed to liquidate or otherwise dispose of the Product from such location; (iv) Robopac may require Buyer, at Buyer’s expense, to assemble the Product and make it available to Robopac at any mutually convenient location reasonably selected by Robopac; (v) Robopac may, in its sole discretion, any time and from time to time, but only after Robopac has given Buyer at least ten (10) days’ prior written notice of its intention to dispose of the Product, which is hereby agreed to be reasonable notice, lease any of the Product on such terms and in such manner as Robopac may consider appropriate, or sell, resell, transfer, assign, dispose of and deliver any or all of the Product, in one or more parcels, at the same or different times, and all right, title and interest therein, at public or private sale, for case, upon credit or for future delivery, and at such price or prices as Robopac may determine; (vi) in connection with any disposition for and purchase any or all of the Product, and by such purchase acquire all right, title and interest therein; (vii) Robopac may, for itself and for and on behalf of Buyer, make and deliver to any purchaser of any of the Product a good and sufficient bill of sale or other evidence of transfer of all right, title and interest in and to such Product to such purchaser; and (viii) Robopac may in its own name or in the name off and on behalf of Buyer, take any and all actions required to cure any such Event of Default, and all sums expended by Robopac in effecting such cure shall secured hereby.

(f) Application of Proceeds. The net proceeds realized upon any liquidation or disposition of the Product, after deduction for the expense of retaking, holding, preparing for sale or lease, selling, leasing and the like, and the reasonable attorney’s fees and legal expenses and costs incurred by Robopac in enforcing or exercising any of its rights or remedies under this Agreement, shall be applied in satisfaction of the obligations of Buyer secured under this Agreement in such Proposal as may be deemed appropriate by Robopac. Any surplus of such proceeds shall be paid to the person or persons legally entitled thereto, and the Buyer shall be liable to Robopac for and shall immediately pay to Robopac the amount of any deficiency.

Customer’s Waiver. Except as to the notice of intention to dispose of Product provided for herein, Robopac may exercise any of its rights and remedies without demand, advertisement or notice other than as may be required by law. To the fullest extent permitted by law, Buyer waives demand, notice, protest, notice of acceptance of this Agreement or other action taken in reliance heron and all other demands and notices of any description.
Financing Statements. Fixture filings and further assurances. Buyer hereby authorizes Robopac to execute and file financing statements authenticated records, and fixture filings at any time with respect to any of the Product, in each case without Buyer’s signature to the extent permitted by law. At Robopac’s request, Buyer shall execute one or more financing statements, fixture filings, continuation statements or other filings pursuant to the Uniform Commercial Code in form satisfactory to Robopac. Buyer shall take any and all steps required by Robopac to maintain perfection of the security interest granted hereunder, or to fully assure to Robopac its rights under this Agreement.