Terms and Conditions



These General Terms and Conditions (these “Terms”), along with the applicable Polaris Automation, Inc. or its affiliates (collectively, “Polaris”) written proposal (the “Proposal” and collectively with the Terms, the “Agreement”), supersede all prior understandings, transactions and communications, oral or written, with respect to the matters referred to herein, including without limitation the sale of hardware, parts, firmware, software products and other goods by Polaris and the provision of training, programming, maintenance, engineering, parts repair, remanufacturing, and other services by Polaris, and forms the complete agreement between you the purchaser of goods or services (“you”, “your”, or “Customer”) and Polaris. As referred to in these Terms and elsewhere in the Agreement, “Services” means and includes only the services, if any, expressly set forth on the applicable Proposal, and “Products” means and includes only the products, if any, expressly set forth on the applicable Proposal. Each Proposal expires automatically, unless Polaris receives Customer’s written purchase order within
30 days after the date of the applicable Proposal, unless otherwise agreed to in writing by the parties.

Changes and Substitutions

Customer-requested changes, including without limitation those affecting the Specifications, identity, scope and delivery of the Products or Services, must be documented in writing and are subject to Polaris’ prior approval and adjustments in price, scheduling and other affected terms and conditions. In no event shall Polaris be bound by a proposed change unless agreed to in writing by an authorized representative of Polaris on the then applicable Polaris change order form. Notwithstanding the forgoing, except to the extent otherwise expressly set forth on the applicable Proposal, Polaris reserves the right to substitute using the latest superseding revision or series or equivalent Products or Services having comparable form, fit and function.

Freight and Delivery

  1. Customer acknowledges that even if Polaris assists with the coordination of shipping, freight and risk of loss remain Customer’s responsibility. Prepaid freight and related amounts will be the responsibility of Customer, and will be added to the applicable invoice. Except as expressly set forth in the applicable Proposal, freight shall be Ex Works INCOTERMS 2020 (“EXW”) Polaris’ facility in origin or such other facility as may be designated by Polaris in the Proposal (the “Delivery Point”). Delivery shall occur, risk of loss or damage shall transfer to Customer, when Products are made available at the Delivery Point (“Delivery”). All shipping and delivery dates are approximate and delivery is subject to unavoidable delays.
  2. Product and Service acceptance shall occur as expressly set forth in the testing and acceptance criteria set forth in the applicable Proposal. If the applicable Proposal does not contain express testing and acceptance criteria, acceptance will be deemed to occur upon Delivery of Products or performance Services, as applicable.

Fees, Taxes, and Expenses

  1. Fees. Fees and costs shall be as set forth in the applicable Proposal. All fees and costs charged by Polaris shall be exclusive of any taxes, however designated, levied or based upon the sale or provision of the Products or Services, including but not limited to sales, use, excise, customs, value-added or similar taxes (collectively “Taxes”), and Customer shall make all payments to Polaris required hereunder without deduction for any taxes or other amounts. Customer shall be responsible for the payment of all Taxes incurred in connection with the Products or Services, excepting Taxes on Polaris income.
  2. Expenses. Customer shall reimburse Polaris for all reasonable out-of-pocket expenses, including travel and living expenses, incurred by Polaris in the performance of any Services, as set forth on the applicable Polaris invoice. Polaris will use commercially reasonable efforts to estimate anticipated expenses on the applicable Proposal. Prior to incurring additional expenses beyond those set forth on the applicable Proposal, Polaris will obtain Customer’s approval.
  3. Types of Engagements.
    • A “Fixed Fee Engagement” shall mean that Polaris will deliver and complete the project for the fixed amount and by the date specified in the applicable Proposal, which may include certain milestones, subject to these Terms. As part of this responsibility, Polaris shall use commercially reasonable efforts to ensure that it meets its project obligations specified in the applicable Proposal. In the event of a Fixed Fee Engagement, should Polaris anticipate that the Polaris resources currently assigned to the applicable project are not sufficient to ensure its timely completion, Polaris will supplement them as necessary at no additional cost to Customer. Notwithstanding the foregoing, Polaris shall have no liability for delays caused directly or indirectly by Customer or its representatives, and upon any such delay that is unreasonable, Polaris may cancel the order or terminate this Agreement in whole or in part.
    • A “Time And Materials Engagement” shall mean that Polaris will estimate the number of hours required to complete Polaris’ tasks identified in the applicable Proposal. Polaris will invoice Customer for Hours Worked. If fewer than the estimated person-hours of effort are required, then Customer’s cost will be less than the estimated charges. If more than the estimated person-hours are required, Polaris shall notify Customer as soon as Polaris becomes aware of the need. At that time, solely with respect to the applicable Time and Materials Engagement, Customer may terminate the applicable Time and Materials Engagement and pay for the hours expended to date and other amounts owed pursuant to the Agreement, continue with the work up to the estimated person-hours of work contracted, or exercise the formal change order process to amend the terms to authorize additional work. “Hours Worked” shall mean hours spent by Polaris’ representatives at Polaris’ office or remote locations, including without limitation Customer’s offices or facilities, or elsewhere at Customer’s direction, and engaged in providing the services identified in the Proposal. Commuting and/or travel time is included in “Hours Worked.”
  4. Invoices. Polaris shall invoice Customer for engineering services and equipment at the end of each calendar month (i) for Fixed Fee Engagements, based on the estimated percentage of the project that is complete, and (ii) for Time and Materials Engagements, based on the number of actual Hours Worked in accordance with the rates set forth in the applicable Proposal, and otherwise in accordance with the milestones set forth in the applicable Proposal.
  5. Terms of Payment. Except as expressly set forth in the Proposal and this subsection, subject to on-going credit approval by Polaris, the terms of payment shall be net thirty (30) days from date of the applicable invoice, and Customer’s payment shall be cash in United States funds payable pursuant to Polaris’ instructions. Polaris reserves the right to suspend any further performance hereunder or otherwise upon Customer’s: (a) late payment; (b) non-payment; or (c) failure to provide assurances of payment upon reasonable request by Polaris. Customer shall be responsible for Polaris’ collection costs and attorneys’ fees in collecting any past due amounts.
  6. Customer Delay. Notwithstanding anything to the contrary and irrespective of when any invoice is submitted, all applicable amounts owed shall be due prior to any obligation of Polaris to Deliver the applicable Products or perform the applicable Services. In the event any amount owed by Customer is delayed, or Customer fails to authorize or otherwise delays shipment or performance, all applicable amounts shall be due immediately. In the event Customer continues to fail to authorize or otherwise delays shipment or performance for a period of sixty days following of Polaris’ notification that Product is ready for shipment or Services are ready for performance, all amounts set forth in the applicable Proposal shall be due immediately.

Confidential Information

  1. Polaris and Customer acknowledge that the terms of this Agreement as well as any non-public information of either party, including but not limited to all specifications, methods, processes and the like, customers, strategies, budgets, financial information, marketing plans, and other information that constitutes proprietary or trade secret information of the disclosing party, and all non-public data, drawings, notes, instructions, materials, products, technology, computer programs, specifications, schedules, manuals, business plans, software, marketing plans, financial information, technical data, and other information disclosed or submitted, orally, in writing, or by any other media by Polaris or its representatives, and all information that that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (all such information, collectively, the “Confidential Information”), is proprietary or confidential to the disclosing party.
  2. Each party shall maintain the confidentiality of, and not disclose to third parties, or use, the other party’s Confidential Information, except for the purpose of carrying out the intent of this Agreement, and shall disclose Confidential Information only to those of its employees or other authorized representatives as will be directly concerned with performance under this Agreement. Confidential Information does not include information that is or becomes publicly known through no fault of the disclosing party. Notwithstanding anything to the contrary, the confidentiality obligations imposed hereunder on either party shall not apply to Confidential Information to the extent that disclosure of such Confidential Information is required under applicable law or by a valid subpoena or other valid order of any governmental authority; provided, however, that, if such disclosure is required under the circumstances contemplated under this sentence, the party making such disclosure shall advise the other party of such requirement to disclose the Confidential Information as soon as reasonably practicable, after the party obligated to make such disclosure becomes aware of such requirement to disclose; and further provided that, upon the request of the other party, the party obligated to make such disclosure shall undertake reasonable lawful efforts to resist and limit such disclosure.
  3. Each party agrees that it will protect the confidentiality of Confidential Information of the other party with the same degree of care with which it protects its own confidential information, but in no event with less than with a commercially reasonable degree of care, and will return all copies (in any medium recorded) of Confidential information of the other party, immediately upon written request. The foregoing obligations will survive termination of this Agreement and will remain binding on each party and its respective affiliates, successors and assigns. Each party acknowledges and agrees that a breach of this Section 5 would result in immediate and irreparable harm to the other party for which there is no adequate remedy at law and entitling such party to an injunction compelling the other party to immediately cease and desist all unauthorized use and/or disclosure of Confidential Information.
  4. Each party shall have and adhere to commercially reasonable information security guidelines, and each party shall notify the other party promptly under the circumstances, however no later than as required by law after discovering such event, of any violation of such guidelines or applicable law with respect to the processing of the other party’s Confidential Information, and each party shall take actions reasonable under the circumstances necessary to promptly prevent continued risk to the other party’s Confidential Information.
  5. Prior to the development of any jointly developed intellectual property, the parties will enter into a mutually agreeable joint development agreement (when executed by each party, a “JDA”). In no event shall any works, services, Products, or other goods or services, or the related results or deliverables, or other intellectual property be deemed or otherwise considered jointly developed intellectual property, unless expressly defined as such in a JDA. Except as otherwise expressly set forth in a JDA or this Agreement, in no event shall Polaris obtain any right, title, or interest in Customer Confidential Information or shall Customer obtain any right, title, or interest in Polaris Confidential Information. Except to the extent including Customer Confidential Information, Polaris retains all right, title, and interest in and to intellectual property developed by Polaris. Each party shall use commercially reasonable efforts to execute such documents, render such assistance, and take such other actions as the other party may reasonably request to apply for, register, perfect, confirm, and protect the rights under this Section 5. Notwithstanding anything to the contrary, Polaris may use for any purpose, any information which may be retained in the unaided memories of Polaris employees and representatives, such as ideas, concepts, know-how, lessons learned, negative know how, experience and techniques which do not contain any Customer Confidential Information. An employee’s memory is unaided if the employee has not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing it.
  6. Upon receipt of all amounts owed pursuant to the applicable Proposal, Polaris grants to Customer, a limited, fully-paid up, non-exclusive right and royalty-free license to Polaris intellectual property embedded in or otherwise provided by Polaris with any Products or Services, to the extent required to use and enjoy the applicable Products and Services for the authorized use expressly set forth in the applicable Proposal for Customer’s internal business purposes; provided that Customer does not and does not allow any third party to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign or sublicense any Polaris intellectual property or other Confidential Information
    of Polaris. Polaris retains all right, title and interest in and to its intellectual property, and except as set forth in this subsection nothing in this Agreement transfers or licenses any rights in or ownership of any intellectual property rights of Polaris.
  7. Customer represents to Polaris that: (i) all content, materials, and other information provided or made available by Customer or its representatives to Polaris for Polaris’ use in the Products, performance of the Services, or otherwise pursuant to the Agreement is accurate and complete and does not, and Polaris’ use thereof in the Products, performance of the Services or otherwise pursuant to the Agreement will not infringe any third party rights; and (ii) Customer has the full right, power and authority to provide and make available such content, materials, and other information to Polaris for such purposes, and Customer hereby grants Polaris all rights necessary in such content, materials, and other information to use in the applicable Products, perform the applicable Services, and otherwise perform pursuant to the Agreement.


  1. Orders accepted by Polaris may be cancelled by Customer only upon the written consent of Polaris. Where Polaris consents to a cancellation, Customer shall pay Polaris, at Polaris’ discretion, a reasonable cancellation charge in an amount not less than 15 percent (15%) of the cancelled order. Customer further agrees to pay all costs associated with the cancellation, including but not limited to, setup charges, reprogramming charges, restocking fees, and costs of material inventoried by Polaris in support of Customer’s order that is not immediately reusable by Polaris or returnable to the supplier (“Cancellation Costs”). Where Polaris does not consent to a cancellation in writing, Customer shall pay to Polaris the full amount set forth in any Proposal in accordance with the payments terms set forth therein.
  2. Polaris may cancel any order for Cause (as defined below) at any time immediately upon written notice to Customer, and Customer shall pay Polaris for all work performed, all approved expenses incurred prior to the effective date of such cancellation, and Cancellation Costs. “Cause” means any of the following:
    • Customer materially breaches any provision of this Agreement, and fails to cure such breach within the applicable cure period, if any;
    • Customer makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes unable, or admits in writing its inability, to meet its obligations as they mature, or otherwise takes steps to dissolve or liquidate its business;
    • the licenses, permits or authorizations necessary for Polaris to conduct its business in accordance with this Agreement are canceled, suspended, or revoked;
    • Customer makes any materially false or misleading statement, representation or claim;
    • Customer fails to pay any amounts due and payable hereunder.


Polaris warrants to Customer that commencing on the date of Delivery and continuing for a period of six months thereafter, under normal use and service, the Products manufactured by Polaris will conform to the applicable technical specifications expressly set forth in the applicable Proposal (the “Specifications”), and will be free from defects in material or workmanship. Polaris warrants to Customer that at the time the applicable Services, if any, are performed by Polaris and for a period of ninety days thereafter, such Services will be performed in a professional and workmanlike manner in accordance with the degree of skill and care ordinarily exercised by reputable members of Polaris’ industry at the time the applicable Services are performed.

Any claim of nonconformity or defect in the Products or otherwise made under these warranties must be presented promptly in writing setting forth in detail the nature of the nonconformity or defect to Polaris at its address above. Polaris shall have a commercially reasonable length of time, after notice and recognition of a claim of nonconformity or defect to remedy the nonconformity or defect by repair, replacement, or re-performance in accordance with the terms of this warranty. Polaris’ obligation is exclusively limited to replacement parts, replacement equipment, or re-performance, as applicable, each at Polaris’ option. These remedies are Customer’s exclusive remedies for breach of warranty. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT BETWEEN THE PARTIES, THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE IN LIEU OF ALL OTHER WARRANTIES OF POLARIS; THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, USAGE, PERFORMANCE, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Polaris shall use commercially reasonable efforts to pass through the original manufacturer warranties related to any Products sold by Polaris to Customer pursuant to this Agreement.

Limitation of Liability


General Provisions

  1. No Partnership or Agency. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  2. Signatures in Counterparts. The Proposal and this Agreement, as applicable, may be executed in any number of counterparts, including counterparts executed or delivered by electronic means, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument. Each party shall be permitted to rely upon the signatures so transmitted to the same extent and effect as if they were original signatures.
  3. Binding Effect. This Agreement will be binding upon and be for the benefit of the parties and their respective successors and permitted assigns. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement. Customer may not assign this Agreement or any right or obligation hereunder to any other party without the prior written consent of Polaris.
  4. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Should any provision of this Agreement be found by any court of competent jurisdiction or any other competent governmental authority to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions contained in this Agreement will not be affected or impaired.
  5. Waiver. The decision by either party not to enforce any right or provision within this Agreement or the failure not to require performance shall not constitute a general waiver of that right or provision or any other right or provision under this Agreement.
  6. Entire Agreement. The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior arrangements, agreements or understandings with respect to and shall exclusively govern such matters, including without limitation the sale of Products and provision of Services. No click-wrap or other terms or conditions provided with any Customer materials will constitute a part of or amendment to the Agreement or are or will be binding on either party for any purpose. The Agreement may not be altered or modified except in writing, duly executed by an authorized representative of each party. Your signature on any Proposal, or your submission of any email or other electronic correspondence or other writing referencing any Proposal, or your payment of any amount owed hereunder, or your receipt and acceptance of any Products or Services, in whole or in part, or any other manifestation of your assent to the Agreement, shall constitute acceptance by you of the Agreement. Without limiting the forgoing, Polaris objects to and expressly rejects other terms and conditions that may be proposed by Customer or that appear on or are referenced in Customer’s purchase order or other documents, or materials, or correspondence submitted or otherwise made available by Customer at any time. Any sale of Products or provision of Services by Polaris is expressly conditioned on your acceptance of the Agreement. In the event of any inconsistency between these Terms and any Proposal, these Terms shall control. Polaris reserves the right at any time before delivery and payment to correct clerical, stenographic, or other errors in Proposals, purchase orders, acknowledgments, and other documents and materials.
  7. Survival. The provisions of this Agreement which by their nature are intended to survive termination, cancellation, completion, or expiration of the Agreement shall continue as valid and enforceable provisions of the Agreement notwithstanding any such termination, cancellation, completion, or expiration.
  8. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
  9. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Products Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
  10. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation (except for any obligations to make payments to the other party hereunder) when and to the extent such failure or delay is caused by or results from events of force majeure, including without limitation: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) government order or law; (v) actions, embargoes, or blockades in effect on or after the date of this Agreement; (vi) action by any governmental authority; (vii) national or regional emergency, epidemic, or pandemic; (viii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (ix) shortage of adequate power or transportation facilities; or (x) other events beyond the reasonable control of the party affected by the Force Majeure Event. Upon a Force Majeure Event, the affected party shall give notice to the other party stating the period of time the occurrence is expected to continue.