TurfTroniq

Article 1 – Definitions and General Provisions

1.1 For the purposes of these Terms and Conditions:

• TurfTroniq refers to TurfTroniq N.A., its affiliates, and authorized representatives.

• Client refers to any individual or entity purchasing products or services from TurfTroniq.

• Direct or Indirect Damages include, but are not limited to, personal injury, property damage, loss of business, or loss of revenue incurred by the Client or any third party.

1.2 These Terms and Conditions apply to all offers, sales, and service agreements between TurfTroniq and the Client, unless expressly modified in a written agreement signed by both parties.

1.3 Any conflicting terms or conditions proposed by the Client are hereby rejected unless expressly accepted in writing by TurfTroniq.

1.4 These Terms and Conditions also apply to any third-party services arranged or procured by TurfTroniq as part of the Client’s order, and to any purchase arrangements under which TurfTroniq acquires products or services.

Article 2 – Offers and Quotations

2.1 All offers, proposals, and price quotations issued by TurfTroniq are non-binding and subject to change until formally accepted by the Client.

2.2 Any offer is based on the assumption that the Client has provided accurate and complete specifications, documentation, and technical data.

2.3 Product images, dimensions, weights, software representations, or other technical information—whether provided by TurfTroniq or third parties—are for reference only and not contractually binding unless confirmed in writing.

2.4 If the Client does not proceed with the order, TurfTroniq reserves the right to invoice the Client for any documented costs incurred in preparing the quotation.

Article 3 – Intellectual Property and Confidentiality

3.1 The Client shall not reproduce, disclose, transfer, lease, sublicense, or otherwise make available any TurfTroniq software, product designs, or technical documentation without prior written consent.

3.2 All intellectual property rights, including copyrights, patents, trademarks, and trade secrets, remain the exclusive property of TurfTroniq.

3.3 The Client may not alter or remove intellectual property markings or confidentiality notices from any TurfTroniq materials.

3.4 Any software source code is proprietary and will not be made available to the Client.

3.5 TurfTroniq may implement technical protection measures to prevent unauthorized access or use.

3.6 Designs, models, drawings, documentation, and software shared with the Client remain the property of TurfTroniq, even if development or customization fees have been charged.

3.7 Unauthorized disclosure or use of TurfTroniq’s proprietary materials will subject the Client to liquidated damages of $25,000 per occurrence, plus actual damages and legal fees where applicable.

3.8 Upon request, all confidential or proprietary materials must be returned within the timeline specified by TurfTroniq. Failure to comply may result in liquidated damages of $1,000 per day until materials are returned.

Article 4 – Advice and Client-Supplied Information

4.1 Any advice or guidance provided by TurfTroniq is general in nature and not legally or contractually binding unless expressly stated as part of a deliverable under the agreement.

4.2 TurfTroniq will rely on the accuracy and completeness of any data, plans, or documentation provided by the Client for the purposes of delivering its products or services.

4.3 The Client agrees to indemnify and hold harmless TurfTroniq from any third-party claims arising from the Client’s provision or use of such materials.

Article 5 – Pricing

5.1 Unless otherwise stated in writing, all prices are exclusive of taxes, duties, fees, tariffs, and import/export costs.

5.2 Prices are based on Ex Works (EXW) delivery terms and do not include shipping, packaging, assembly, or commissioning unless otherwise agreed.

5.3 TurfTroniq reserves the right to adjust pricing due to fluctuations in exchange rates, supplier costs, or raw materials occurring after the quotation date.

5.4 Travel, lodging, and related project costs are not included unless specified in writing.

Article 6 – Payment Terms

6.1 Invoices are due and payable in full within 14 calendar days of the invoice date unless otherwise agreed.

6.2 Payments must be made in U.S. dollars by wire transfer or other accepted method and without deduction, withholding, or set-off.

6.3 Late payments are subject to interest at the rate of 1% per month or the maximum rate permitted by law, plus all collection costs including reasonable attorney’s fees. A minimum late fee of $75 may apply.

6.4 TurfTroniq may suspend its obligations if payment terms are not met or if the Client fails to provide adequate financial assurances upon request.

Article 7 – Delivery and Risk of Loss

7.1 Stated delivery times are estimates only and not guaranteed.

7.2 Delivery shall be made Ex Works (EXW) TurfTroniq’s facility or warehouse unless otherwise agreed in writing.

7.3 TurfTroniq is not responsible for delays caused by missing documents or approvals from the Client.

7.4 Delay in delivery shall not constitute a breach of contract or entitle the Client to damages, cancellation, or withhold payment.

7.5 TurfTroniq may offer a temporary substitute product at the Client’s expense to mitigate delays.

7.6 All risk of loss passes to the Client upon shipment.

7.7 TurfTroniq reserves the right to determine the mode of transport unless specified by the Client.

7.8 Partial deliveries are permitted and may be invoiced separately.

7.9 Freight, handling, and insurance charges are billed separately and are the responsibility of the Client.

Article 8 – Client Responsibilities

8.1 The Client shall provide TurfTroniq with all required access, documentation, and site readiness necessary to complete installation or service. Safety briefings and hazard disclosures must be provided before work begins.

8.2 TurfTroniq is not responsible for damages resulting from incomplete or inaccurate site preparation or safety omissions.

8.3 Delays caused by the Client, including denied site access or incomplete preparations, may result in additional charges for labor, travel, or downtime.

Article 9 – Defects and Warranty Claims

9.1 All visible defects must be reported in writing within 14 days of delivery; hidden defects must be reported within 14 days of discovery, but in any case no later than the warranty period stated in Article 11.

9.2 Goods subject to a warranty claim must be returned to TurfTroniq at the Client’s risk and expense, unless otherwise agreed.

9.3 Remedies for defects are limited to, at TurfTroniq’s discretion: (a) full refund, (b) repair, or (c) replacement of the affected product.

Article 10 – Use of Third Parties

10.1 TurfTroniq may subcontract or delegate any portion of its obligations to qualified third-party providers as needed.

Article 11 – Limited Warranty

11.1 Unless otherwise specified, all products and services are warranted for a period of six (6) months from the date of delivery.

11.2 Prototypes, demo units, and pre-production models are sold as-is and are not covered by warranty.

11.3 Manufacturer warranty periods, if longer than six months, will supersede this provision.

11.4 The warranty covers manufacturing defects and material failures under normal use.

11.5 The warranty does not cover defects resulting from improper handling, installation, misuse, modification, or third-party repairs without written authorization.

11.6 Warranty remedies are limited to repair or replacement of defective parts or units.

11.7 The Client is responsible for all associated costs including shipping, lodging, and technician travel for on-site service.

11.8 Unauthorized repairs void the warranty.

11.9 All warranty claims must be submitted in writing and accepted by TurfTroniq prior to initiating service.

Article 12 – Service Agreements

12.1 Service contracts begin upon delivery unless otherwise agreed and renew automatically on an annual basis.

12.2 Contracts must be cancelled in writing at least 60 days prior to renewal to avoid automatic extension.

12.3 Suspension or termination of required service contracts may result in reduced or non-functioning systems.

Article 13 – Complaints

13.1 Complaints about services must be submitted in writing within 30 days of service completion.

13.2 Filing a complaint does not suspend the Client’s payment obligations.

13.3 TurfTroniq reserves the right to offer a corrective service or a pricing adjustment as sole remedy.

Article 14 – Limitation of Liability

14.1 TurfTroniq’s total liability is strictly limited to its obligations under the warranty. TurfTroniq shall not be liable for any indirect, incidental, consequential, or punitive damages under any theory of law.

14.2 The Client agrees to indemnify and hold harmless TurfTroniq from third-party claims arising from the Client’s use or resale of products or services.

Article 15 – Retention of Title

15.1 Title to goods remains with TurfTroniq until full payment has been received.

15.2 If the Client defaults, TurfTroniq may reclaim goods without further notice or legal process.

Article 16 – Security Interests

16.1 TurfTroniq retains a security interest in all delivered goods until payment is made in full, and the Client agrees to cooperate with filings to perfect such interest under applicable law.

Article 17 – Performance Obligations

17.1 TurfTroniq’s obligation in providing consulting or non-material services is limited to a best-efforts basis and does not guarantee a particular outcome.

Article 18 – Force Majeure

18.1 TurfTroniq is not liable for failure to perform due to causes beyond its reasonable control including natural disasters, labor strikes, government actions, supply chain disruptions, or other unforeseen events.

18.2 In such cases, TurfTroniq may cancel the agreement or adjust delivery timelines without penalty.

Article 19 – Default and Termination

19.1 TurfTroniq may suspend or terminate any agreement if the Client:

• Fails to pay or perform any material obligation

• Becomes insolvent or files for bankruptcy

• Is subject to asset seizure or business closure

• Undergoes a change in control that increases credit risk

19.2 All outstanding balances become immediately due upon termination.

Article 20 – Assignment

20.1 The Client may not assign or transfer any agreement or rights without the prior written consent of TurfTroniq.

Article 21 – Severability

21.1 If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

Article 22 – Governing Law and Jurisdiction

22.1 These Terms and all related transactions shall be governed by and construed in accordance with the laws of the state of North Carolina

22.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

22.3 Any legal action or proceeding shall be brought exclusively in the courts of competent jurisdiction located in the State of [Insert State], unless otherwise required by mandatory law.