Terms and Conditions for the Online Sale of PRODUCTs 

1.                BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

                  YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE A CONSUMER (A BUYER WHO PURCHASES PRODUCTS OR SERVICES FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES), OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS OR PRODUCTS BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the purchase and sale of equipment and parts (both of which are generally referred to as “products”) from Acieta, LLC (referred to as "us," "we," or "our" as the context may require) through shop.acieta.com (the "Site"). These Terms are subject to change by us without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any products that are available through this Site.  Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review the Website Terms of Use, as well as our Privacy Notice, before placing an order for products through this Site (see Section 15).

2.                Order Acceptance. You agree that your order is an offer to buy, under these Terms, all products identified in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

3.               Cancellation.  Before shipment of a product, you may cancel your order with respect to product that is kept in stock.  You may cancel your order for any other product only with our prior written consent.  Our consent will be conditioned on your agreement to pay a cancellation charge in an amount determined by us.  You may not cancel your order after shipment of a product under any circumstances.

4.                Prices and Payment Terms

(a)              All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price.  You will be responsible to pay taxes on products unless you have provided us with a valid tax exemption certificate prior to the placing your order.  Charges for shipping and handling will be calculated at the time of shipment based on the selected delivery option.  We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. 

(b)              Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order.  We accept the credit cards identified on the checkout page for purchases on this Site.  Payments over $3,000 made by credit card will be subject to a three percent (3%) service charge.  We use a third party payment processor to complete all purchases on this Site.  You represent and warrant that (i) the credit card information you supply is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, and shipping and handling charges.

Terms of payment for pre-approved customers who submit purchase orders for products are net thirty (30) days following the date of invoice.  We may charge a late payment penalty of 1% per month on undisputed amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders until all overdue amounts are paid in full. 

5.                Shipments; Delivery; Title and Risk of Loss

(a)              We will arrange for shipment of the products to you. The checkout page describes the available delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation. 

(b)              Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

6.                Returns and Refunds. You may not return any product for any reason without our prior authorization.  Call 844-4-ACIETA or log into your account to obtain a Return Merchandise Authorization ("RMA") number before shipping your product. No returns of any type will be accepted without an RMA number. You must make your return request within thirty (30) days of delivery, provide valid proof of purchase, and return approved products in their original condition.  

You are responsible for all shipping and handling charges on returned items unless otherwise specified. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. All approved returns are subject to a fifteen percent (15%) restocking fee, with a minimum charge of $50.

For approved returns that satisfy all of the return criteria, we will refund your purchase price, less the original shipping and handling costs and the restocking fee. If you paid by credit card, your refund will be credited back to the same credit card used to make the original purchase on the Site.  Otherwise, we will credit your account in the amount of your refund.

7.                Limited Warranty

(a)              We warrant to you that for a period of twelve (12) months from the date of shipment, the equipment purchased through the Site will be free from defects in material and workmanship.

(b)              We warrant to you that for a period of ninety (90) days from the date of shipment, the parts purchased through the Site will be free from defects in material and workmanship.

(c)              The warranties under Sections 7(a) and 7(b) do not apply where the products have (i) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by us, (ii) been reconstructed, repaired, or altered by persons other than us; or (iii) been used with any third party product, hardware, or other product that has not been previously approved in writing by us.

(d)              EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 7(a) AND 7(b), WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE SITE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(e)              Products manufactured or provided by a third party including, without limitation, individual components, parts, materials, software, hardware or other such elements from a third party (each a "Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the products. For example, part of a solution provided by us could include a robot made by Fanuc Corporation. Third Party Products are not covered by the warranties in Sections 7(a) or 7(b). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(f)               If, during the applicable warranty period described in Section 7(a) or 7(b), above, any products are defective or nonconforming with the applicable warranty described in Section 7(a) or 7(b), above, we will, at our option, repair or replace the defective or nonconforming products or refund the purchase price paid for such products.  Your exclusive remedy and our sole obligation under these warranties is limited to such repair or replacement, or refund by us, and will be conditioned upon our receipt of written notice of defect and/or non-conformance within the applicable warranty period described in Section 7(a) or 7(b), above.  IN NO EVENT WILL OUR LIABILITY FOR SUCH DEFECTIVE OR NONCONFORMING PRODUCTS EXCEED THE PURCHASE PRICE PAID FOR SUCH PRODUCTS.  

(g)              We may elect to repair any defective or nonconforming product at your facility or in our designated repair facility.  If we elect to repair in our facility, you are responsible for the cost of shipping the product to our facility and insuring such product while in transit.  If we elect to repair or effect a replacement at your facility, such work will be performed during our normal business hours.  Labor performed at any other time at your request is not covered by the warranty.  Repaired or replaced product will not renew or extend the warranty period for such product.  Replaced products will become our property.

(h)              We will not be liable for a breach of the warranties set forth in Section 7(a) and Section 7(b) unless: (i) you give written notice of the defective or nonconforming product, reasonably described, to us within fifteen (15) days of the time when you discover or ought to have discovered the defect or nonconformity; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the applicable warranty to examine such product and you (if we so request) return such product to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the product is defective or nonconforming.

(i)               THE REMEDIES SET FORTH IN THIS SECTION 7 ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 7(a) AND SECTION 7(b).

8.                Limitation of Liability.

(a)              IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)              IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS SOLD THROUGH THE SITE.

9.                Intellectual Property Ownership. All intellectual property (copyrights, patents, trademarks, trade secrets, confidential information, proprietary rights, etc.) in or relating to the services we provide to you and the products you purchase from us, including rights in any accompanying software or firmware and all documentation (drawings, engineering and use instructions, specifications, and other written or electronic information) relating to the foregoing, are retained by us (collectively, the “Acieta Work Product”). To the extent that you obtain any right to the Acieta Work Product, you hereby assign to us all your rights to such Acieta Work Product. Upon payment of all amounts owned to us, we grant to you a non-exclusive, royalty-free, fully paid up, irrevocable, perpetual, non-sublicensable right to use the Acieta Work Product internally to the extent necessary to use the products purchased from us. This license may not be separated from the products purchased from us, but may be transferred in connection with an ownership transfer of the products purchased from us. You acknowledge and agree that (a) you have no claim to or ownership interest in any of our intellectual property, including the Acieta Work Product, and (b) no license or rights in the intellectual property, including the Acieta Work Product, are granted to you other than the licenses expressly provided in these Terms and Conditions.

10.             Software License.  If the products you purchase from us include any software, whether separately provided or included as firmware embedded in the products, you are granted a limited, nonexclusive, non-sublicensable, non-transferable license to use the software in the United States solely (a) for your own internal business purposes, (b) in conjunction with the use and operation of the product purchased from us, and (c) in compliance with the published specifications and manufacturers’ official documentation for the product.  If you purchased products from us as part of a system design for a specific business location, then the foregoing license is site specific and is further limited to use of the software with the products at that specific business location and no other locations.  No other uses are permitted.  If we, or our licensors, make available any patches, fixes or updates to the software from time to time, you must install the patches, fixes or updates at your own cost in a timely manner for proper operation of the products and as a condition to continuation of this license.  This license is non-transferable except that you may transfer possession of the software and this license to another party only in conjunction with the transfer of the products to another party assuming responsibility for operations at the specific business location at which the products are installed and only upon agreement of the other party to the terms of this license.  Except as provided in the foregoing sentence, this license terminates immediately once you no longer rightfully own or possess the products.  The software may include certain third party software that is integrated or embedded therein or provided therewith.  Each respective third party shall retain all of its intellectual property and proprietary rights in its software.  Your use of third party software will be governed by and is subject to these Terms and the respective third party's license terms, such that you are not granted any rights that are prohibited by third party license terms.  You will not:  (i) copy, display, transfer, adapt, modify, distribute or create derivatives of the software in any form; (ii) reverse engineer, disassemble, decompile, or otherwise translate the software's object code, unless expressly permitted by applicable law without the possibility of contractual waiver; (iii) sublicense or lease the software or any copy thereof except with the transfer of the product on which the software is loaded as described above; (iv) operate the software in a service bureau, timeshare or other similar manner for the benefit of third parties; or (v) access or use the software to create competing software, products or services whether for internal or commercial use.  

11.             Confidentiality. During the course of preparing and/or providing the services and/or products, each of us may have had access to the other’s confidential information, including, without limitation, trade secrets, non-public information, and other confidential and proprietary matters (collectively, the “Confidential Information”) that are either marked as confidential or by their nature would reasonably indicate that such information should be treated as confidential. Each of us agrees not to (a) directly or indirectly use or disclose the other’s Confidential Information, except in the interest and for the benefit of the other and to perform in accordance with these Terms and Conditions, and (b) directly or indirectly use or disclose the other’s Confidential Information for a period of twenty-four (24) months after the disclosure of such Confidential Information, provided that for any Confidential Information that is also a trade secret, the obligation not to directly or indirectly use or disclose will last for as long as such information remains a trade secret.

12.             Intellectual Property Indemnity.  To the best of our knowledge, the products and services we provide to you will be delivered or provided free of any rightful third party claim for infringement of intellectual property owned by a third party (“IP Claims”). We will, at our own expense, defend, indemnify and hold you harmless from any IP Claims that may be filed against you (the “Defense”). However, the Defense will not include any IP Claims relating to (a) Third Party Products (manufacturers and/or providers of Third Party Products often provide their own indemnification and/or defense and we will pass the same along to you to the extent available), (b) the use of the products and/or services purchased from us in combination with other products, goods, materials or services not furnished by us, (c) the use of the products and/or services outside of the purpose the products and/or services were intended to be used, (d) improvements or modifications made to the services or products not authorized by us, or (e) old versions of the products or services, e.g. an old version of software, where the new version has been made available to you. In connection with any Defense, you agree (i) to provide us immediate notice in writing of any such IP Claim and all correspondence provided to you; (ii) not to take any position adverse to us in connection with such a claim; and (iii) to permit us through our counsel, either in your name or in ours, to defend such suit and you give us all needed information, assistance, cooperation and authority to enable us to do so.  In the case of any IP Claim, we may, in our sole discretion, either: (w) procure rights to continue using such items; (x) modify the items to render them non-infringing; (y) replace the items with non-infringing items; or (z) refund the purchase price paid by you for the items after return of the items to us (less reasonable depreciation for any period of use).  The foregoing states our entire liability for intellectual property infringement, and IN NO EVENT WILL WE BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN IP CLAIM.  

13.             Safety.  You are required at all times to safely operate the products purchased from us, including without limitation, by implementing and maintaining in place all safety measures and recommendations provided us and the product manufacturer.   You hereby agree to defend, indemnify and hold harmless us, and our officers, employees and agents, against all liability for and all costs and expenses (including attorneys’ fees) associated with defending against, any and all claims, demands or suits (including without limitation regulatory proceedings, fines and sanctions), and including loss or damage to property and/or loss of use thereof and injury or death sustained by any person, arising in any way out of the failure to operate the product in a safe manner or by failing to implement or utilize recommended safety measures or controls on products purchased from us.

14.             Goods Not for Resale or Export.  You agree to comply with all applicable laws and regulations of the various states and of the United States, including all Export Regulations (as defined below).  You represent and warrant that you are buying products from the Site for your own use only, and not for resale or export.  Products purchased from the Site may be controlled for export purposes by export regulations, including but not limited to, the Export Administration Regulations (15 C.F.R. 730-774), the International Traffic in Arms Regulations (22 C.F.R. 120-130), the Office of Foreign Assets Control (31 C.F.R. 501-598 and Appendix A), and their successor and supplemental regulations (collectively, "Export Regulations").  

15.             Privacy. We respect your privacy and are committed to protecting it. Our Privacy Notice governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

16.              Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, epidemic, pandemic, revolution, insurrection, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

17.             Governing Law.  All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin.  

18.             Venue and Contractual Limitations Period.  All claims and disputes relating to or arising from these Terms or your purchase of product(s) thereunder, including, without limitation, claims and disputes relating to the interpretation, breach, or enforceability of these Terms, shall be litigated exclusively in the state or federal courts located in Milwaukee County, Wisconsin, and you irrevocably consent to, and waive any challenge to, the exclusive jurisdiction of, and venue in, such courts. In addition, you may not bring any action relating to your purchase of a product or these Terms more than one (1) year after the accrual of the cause of such action.  Any action not commenced within the one (1) year period shall be forever barred notwithstanding any longer statutory period of limitations.

19.             Assignment. You may not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 19 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

20.             No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Acieta, LLC.

21.             No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

22.             Notices.

(a)              To You. We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) posting to the Site. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.

(b)              To Us. To give us notice under these Terms, you must contact us by sending a message to the following email address: legal@acieta.com.  We may update the email address for notices to us by posting a notice on the Site. Notices provided by email will be effective when you send the email.

23.             Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

24.             Entire Agreement. These Terms, our Website Terms of Use, our Privacy Notice, and the license agreement(s) relating to any software/product you obtain on or through this Site, will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

Copyright ©2023. Acieta. All rights reserved.