Terms of Sale

1. Seller and definitions

The seller is Abra Robotics di Niccolò Mazzoleni, Viale Trieste 105, 30026 Portogruaro (VE), Italy, VAT and tax code IT04800170278, email info@abrarobotics.com, certified email abrarobotics@pec.it ("Supplier").

• Customer: whoever buys Products or Services from the Supplier.
• Business Customer: a Customer acting for purposes relating to its trade, business, craft or profession, including universities, research bodies and public administrations.
• Consumer: a natural person acting for purposes outside any trade, business, craft or profession (art. 3 of Italian Legislative Decree 206/2005, "Consumer Code").
• Products: robots, accessories, spare parts and other hardware. Services: configuration, installation, integration, software development, training and support.
• Offer: the written quotation sent by the Supplier. Order Confirmation: the written communication, including by email, by which the Supplier accepts the order.

2. Scope

2.1. These General Terms of Sale ("Terms") apply to all sales of Products and Services by the Supplier, whether made through abrarobotics.com, by email or by Offer. The Customer's own terms do not apply unless accepted in writing by the Supplier.

2.2. In case of conflict, the specific terms of the Offer or Order Confirmation prevail over these Terms.

2.3. Online purchase with the "Buy" button is reserved for Business Customers. By ordering online the Customer declares that it acts for business purposes and provides its VAT number. The Supplier may refuse or cancel an online order without valid tax details, refunding the full amount paid. Consumers can buy by requesting a quotation.

2.4. Clauses reserved for Business Customers do not apply to Consumers. Nothing in these Terms limits the mandatory rights of Consumers under the Consumer Code.

2.5. The Supplier may amend these Terms. Each contract is governed by the version published on the date of the order.

3. Product information

3.1. Descriptions, specifications and images come from the manufacturers or are illustrative. Manufacturers may change specifications, components, firmware and packaging without notice: minor differences that do not affect essential functions are not defects.

3.2. For Products of manufacturers other than Unitree (for example AMRs, cobots, grippers and components) published prices are indicative: availability, price and delivery times are checked with the manufacturer or its sales channel and become binding only in the written Offer.

3.3. Information on the website is not an offer to the public under art. 1336 of the Italian Civil Code.

4. Orders and conclusion of the contract

4.1. Purchase by Offer. The contract is concluded when the Supplier receives the Offer accepted and signed by the Customer and, where provided, the down payment. The Supplier then sends the Order Confirmation.

4.2. Online purchase. Paying for an order on the website is a purchase proposal. The contract is concluded when the Order Confirmation is sent by email. Within 5 business days of payment the Supplier may decline the order, for example if the Product is unavailable from the manufacturer, in case of an obvious pricing error, missing tax details or export restrictions: in that case it refunds the full amount paid and has no further obligation.

4.3. The Supplier sends the Customer, on a durable medium (email), the order summary and a link to these Terms.

5. Prices

5.1. Prices are in euro. On the website they are shown excluding VAT unless stated otherwise. VAT is applied by law according to the Customer's billing details; for Business Customers in other EU Member States with a valid VAT number the intra-community rules apply.

5.2. For Unitree robots, where the product page says so, the price includes shipping and customs duty up to delivery in Italy. Transport to other destinations is quoted separately. Installation, advanced configuration, integration and training are excluded unless stated in the Offer.

5.3. Offers are valid for 30 days from issue unless stated otherwise.

5.4. Business Customers. If duties, taxes or customs tariffs change between the Order Confirmation and delivery, the Supplier may adjust the price of the affected part by written notice; if the increase exceeds 5% of the total price, the Customer may cancel the order within 5 business days of the notice and receive a refund of the amounts paid.

5.5. An obviously wrong price due to a clerical error does not bind the Supplier, which informs the Customer and, if the Customer does not accept the correct price, cancels the order with a full refund.

6. Payment

6.1. The Customer may pay by bank transfer, by card through Stripe or by the other methods stated in the Offer (for example leasing or financing). The Supplier does not receive or store card details.

6.2. Online purchases are paid in full when ordering. For purchases by Offer, unless agreed otherwise, the Customer pays 50% on signing the Offer and the balance before shipment.

6.3. Business Customers. Late payments bear, without formal notice, the default interest set by Italian Legislative Decree 231/2002, and the Supplier is entitled to a fixed sum of 40 euro for recovery costs, without prejudice to further damages. Until full payment the Supplier may suspend deliveries, Services and support.

7. Delivery, transport and risk

7.1. Delivery times are indicative and run from the Order Confirmation and, where provided, receipt of the down payment. They depend on the manufacturer's availability, customs and carriers.

7.2. Business Customers. Delivery dates are not of the essence. A delay does not entitle the Customer to damages, penalties or termination. If delivery is more than 90 days late, the Customer may cancel the order in writing and receive a refund of the amounts paid for undelivered Products, with no other sums due.

7.3. Consumers. Unless agreed otherwise, the Supplier delivers within 30 days of the contract (art. 61 of the Consumer Code). In case of delay the Consumer may set an additional period and, if delivery does not take place, terminate the contract and obtain a refund.

7.4. Unless agreed otherwise, delivery is made to the address given by the Customer, DAP (Incoterms® 2020). For Business Customers the risk passes on delivery. For Consumers the risk passes when the Consumer, or a third party other than the carrier indicated by the Consumer, takes physical possession of the Product (art. 63 of the Consumer Code).

7.5. On delivery the Customer checks the number and condition of the parcels and records any visible damage on the carrier's document. Transport damage must be reported to the Supplier within 8 days of delivery, with photos. For Business Customers, without such a reservation and report the delivery is deemed accepted as to visible damage. For Consumers this check is recommended and does not limit the legal guarantee.

7.6. If the Customer fails to accept delivery, the costs of redelivery and storage are borne by the Customer.

8. Installation, acceptance and training

8.1. Installation, configuration, integration, acceptance testing and training are provided only if stated in the Offer.

8.2. The Customer prepares the installation site at its own expense: space, power, network, access, safety measures and a contact person. Waiting times or extra work due to site shortcomings are charged at cost.

8.3. At the end of installation the parties sign an acceptance report. If the Customer does not attend acceptance within 15 days of the readiness notice, or puts the Product into operation, acceptance is deemed passed. Minor defects that do not prevent use do not block acceptance and are fixed under warranty.

9. Retention of title

Products remain the property of the Supplier until the price is paid in full (art. 1523 of the Italian Civil Code). Until then the Business Customer may not sell, pledge or transfer them and must immediately inform the Supplier of any seizure or third-party claim.

10. Warranty

10.1. Business Customers

The warranty against defects under articles 1490 and following of the Italian Civil Code applies, as follows:

• defects must be reported in writing within 8 days of discovery, failing which the right lapses, and claims are time-barred one year after delivery (art. 1495 of the Civil Code);
• the Supplier, at its option, repairs or replaces the defective Product or component, directly or through the manufacturer; if this is not possible, it refunds the price of the defective Product only, which the Customer returns;
• these remedies are the Customer's sole remedies for Product defects, within the limits of art. 1229 of the Civil Code;
• the duration and terms of the manufacturer's warranty (for example the Unitree warranty, which varies by model) are those set by the manufacturer; the Supplier handles the claim with the manufacturer and repair times depend on the manufacturer's service centre.

10.2. Consumers

Consumers are entitled to the legal guarantee of conformity under articles 128 and following of the Consumer Code for defects that appear within 2 years of delivery. The Consumer must report the defect within 2 months of discovery. Defects appearing within one year of delivery are presumed to have existed at delivery unless proven otherwise. The Consumer may request repair or replacement and, where provided by law, a price reduction or termination of the contract. The manufacturer's commercial warranty is in addition to, and does not replace, the legal guarantee.

10.3. Exclusions

To the extent permitted by law, the warranty does not cover:

• normal wear and consumables (for example feet, tyres, guards) and the natural loss of battery capacity;
• damage from falls, impacts, misuse or use contrary to the manufacturer's instructions, or beyond the stated load, temperature, IP rating or terrain limits;
• damage caused by software, firmware or low-level control developed or installed by the Customer or third parties, including SDK developments;
• unauthorised repairs, opening or modifications, charging with non-original chargers, transport by the Customer without adequate packaging.

10.4. How to request warranty service

Write to info@abrarobotics.com with order number, serial number, description of the issue, photos or videos. The Supplier explains the procedure and, if needed, issues a return authorisation number. Do not ship Products without authorisation. Before shipping, the Customer backs up and removes its own data and software from the Product: the Supplier and the manufacturer are not liable for their loss.

11. Withdrawal, cancellation and returns

11.1. Consumers: right of withdrawal

Consumers who conclude the contract at a distance or off-premises may withdraw without giving reasons within 14 days of delivery (articles 52 and following of the Consumer Code). Procedure, costs, refunds, exclusions and the model withdrawal form are set out in the Returns policy (in Italian), which forms part of these Terms.

11.2. Business Customers: no right of withdrawal

Business Customers have no right of withdrawal. A confirmed order can be cancelled only with the Supplier's written consent. In that case the Supplier may retain the down payment as a penalty, without prejudice to further damages, and charge costs already incurred and not recoverable (for example non-cancellable orders with the manufacturer, transport, duties). Any commercial returns follow the Returns policy.

12. Use of products, safety and compliance

12.1. Products are intended for professional, educational and research use. They are not toys and must not be used by minors without the supervision of a competent adult.

12.2. The Customer uses the Products according to the manufacturer's instructions and warnings. The Business Customer, as employer or user, carries out the risk assessment, trains staff and complies with Italian Legislative Decree 81/2008 and other safety rules.

12.3. The Customer must not weaponise the Products, use them to harm people or animals, or for unlawful activities. If the Products collect images, audio or other personal data, the Customer is the data controller and complies with Regulation (EU) 2016/679.

12.4. The Supplier sells the Products as supplied by the manufacturer, with the manufacturer's marking and documentation. If the Customer integrates the Products into a machine, cell or plant, the manufacturer's obligations for the assembly remain with whoever performs the integration, unless the Offer expressly entrusts the Supplier with a turnkey supply including CE marking. For AI components see the Legal notes.

13. Software, apps and manufacturer services

13.1. Firmware, apps, SDKs and cloud services of the Products are provided by the manufacturer under its licence and terms of use. Updates, availability and features depend on the manufacturer: the Supplier is not liable for changes, interruptions or for data processing carried out by those services.

13.2. Software developed by the Supplier for the Customer is licensed on a non-exclusive basis for the Customer's internal use, unless agreed otherwise in writing. Intellectual property rights remain with the Supplier.

14. Export controls and end use

The Customer complies with EU and Italian export control and restrictive measures, including Regulation (EU) 2021/821 and the sanctions regulations. The Customer must not resell, export or make the Products available to sanctioned countries, persons or entities, or for prohibited military uses. The Supplier may request an end-use statement and refuse or suspend orders that present a risk of breach, without liability.

15. Limitation of liability

15.1. Business Customers. The Supplier's total liability for any cause relating to the contract is limited to the price paid for the Product or Service that caused the damage. The Supplier is not liable for indirect damage, loss of profit, production downtime, loss of data or opportunity.

15.2. These limitations do not apply in case of wilful misconduct or gross negligence (art. 1229 of the Civil Code), personal injury and cases of product liability provided by law.

15.3. Consumers. The mandatory rules of the Consumer Code and the Civil Code apply.

16. Force majeure

The Supplier is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, epidemics, wars, embargoes, sanctions, export bans, customs blockages, strikes, cyber attacks, interruptions of the manufacturer's production or logistics. Obligations are suspended for the duration of the event. If the event lasts more than 90 days, either party may withdraw from the unperformed part of the contract, with a refund of amounts paid for unperformed obligations.

17. Personal data

Customer data are processed according to the Privacy policy.

18. Complaints and dispute resolution

Complaints should be sent to info@abrarobotics.com or by certified email to abrarobotics@pec.it. The Supplier replies within 15 business days. Consumers may also use the alternative dispute resolution procedures under articles 141 and following of the Consumer Code.

19. Governing law and jurisdiction

19.1. The contract is governed by Italian law. The 1980 Vienna Convention on the International Sale of Goods does not apply.

19.2. Disputes with Business Customers fall under the exclusive jurisdiction of the Court of Pordenone (Italy). Disputes with Consumers fall under the court of the Consumer's place of residence or domicile.

20. Specific approval of clauses

Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Business Customer specifically approves the following clauses: 2.3, 4.2, 5.4, 5.5, 6.3, 7.2, 7.5, 8.3, 10.1, 10.3, 11.2, 12.4, 13, 14, 15, 16 and 19.

For any question: info@abrarobotics.com.