Nomagic Inc.

1. Scope of Supply

Seller may provide products and services including:

• robotic automation systems
• material handling systems
• control systems and industrial cabinets
• spare parts and replacement components
• engineering and system integration services
• installation and commissioning services (if specified)
• software and automation logic
• cloud software platforms or SaaS offerings
• maintenance and technical support services

The exact scope of supply will be defined in the applicable:

• quotation
• proposal
• statement of work (SOW)
• purchase order acknowledgement

Any work not expressly included is outside scope.

2. Quotations and Orders

Quotations are valid for 30 days unless otherwise specified.

Orders become binding only upon written acceptance by Seller.

Seller reserves the right to correct pricing or specification errors prior to order acceptance.

Performance estimates, throughput calculations, and cycle times are good-faith engineering estimates based on available information and assumptions.

3. Pricing

Prices are exclusive of:

• taxes
• freight and logistics
• insurance
• installation (unless explicitly included)
• rigging
• utilities or facility preparation

Buyer is responsible for all applicable:

• sales taxes
• use taxes
• VAT
• customs duties
• import/export charges

Unless otherwise stated, freight terms are EXW Seller facility (Incoterms 2020).

4. Payment Terms

Unless otherwise agreed in writing, payment terms are:

• 30% deposit upon order
• 60% prior to shipment
• 10% upon delivery or commissioning

Alternative milestone schedules may apply for system projects.

Invoices are due Net 30 days.

Late payments accrue interest at 1.5% per month or the maximum permitted by law.

Seller may suspend work or shipment if Buyer becomes delinquent.

Buyer is responsible for collection costs including reasonable attorneys' fees.

5. Delivery

Delivery dates are estimates only.

Seller is not liable for delays caused by:

• component shortages
• supply chain disruptions
• customer-caused delays
• site readiness issues
• transportation delays

Risk of loss transfers upon shipment unless otherwise specified.

6. Buyer Site Responsibilities

Buyer is responsible for preparing the installation site including:

• electrical power
• compressed air and utilities
• network infrastructure
• floor preparation and anchoring
• safety infrastructure and guarding
• permits and regulatory approvals

Seller is not responsible for delays caused by incomplete site readiness.

7. Acceptance and Commissioning

Where commissioning services are included, system acceptance occurs upon completion of agreed acceptance criteria including:

• Factory Acceptance Test (FAT) if specified
• Site Acceptance Test (SAT) if specified

Minor defects that do not materially affect system functionality do not delay acceptance.

8. Limited Warranty

Seller warrants that supplied equipment will be free from defects in materials and workmanship for 12 months from shipment, unless otherwise specified.

Spare parts may carry shorter warranty periods.

This warranty does not cover:

• consumables
• normal wear and tear
• misuse or improper installation
• electrical surges or environmental damage
• unauthorized modification
• operation outside specified conditions

Seller's sole obligation under warranty is to:

• repair
• replace
• or refund the purchase price of the defective item

This warranty does not cover:

• labor
• downtime
• removal or reinstallation
• lost production

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Software and Intellectual Property

Software, firmware, and control logic provided with systems remain the intellectual property of Seller or its licensors.

Buyer receives a non-exclusive, non-transferable license to use the software solely in connection with the purchased equipment.

Buyer may not:

• reverse engineer
• distribute
• copy
• sublicense
• modify proprietary software

except as permitted by law.

10. Limitation of Liability

To the maximum extent permitted by law:

Seller's total liability shall not exceed the amount paid for the product or service giving rise to the claim.

Seller shall not be liable for:

• production downtime
• lost profits
• loss of revenue
• loss of data
• loss of contracts
• consequential damages
• incidental damages
• indirect damages

This limitation applies regardless of theory of liability including contract, tort, negligence, or strict liability.

11. Returns and RMAs

Returns require prior written authorization (RMA).

Custom or non-standard products are non-returnable.

Approved returns may be subject to a restocking fee of up to 25%.

Returned items must be unused and in original packaging.

12. Export Compliance

Buyer agrees to comply with all applicable United States export control laws and regulations.

Products may not be exported or re-exported in violation of applicable law.

13. Force Majeure

Seller is not liable for delays or failure to perform caused by events beyond reasonable control including:

• natural disasters
• labor disputes
• supply chain disruptions
• government actions
• component shortages
• transportation disruptions

14. Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles.

Venue for disputes shall lie exclusively in the state or federal courts located in Fulton County, Georgia.

15. Entire Agreement

These Terms together with Seller's quotation, proposal, or order acknowledgement constitute the entire agreement between the parties regarding the sale of products and services.

No modification shall be binding unless in writing and signed by Seller.