DUSTER LIMITED SALES AND SERVICE COMPANY
GENERAL TERMS & CONDITIONS (PRODUCT)
GENERAL.

These Terms and Conditions govern the purchase
of Products by Buyer from Duster Limited Sales and Service
Company, a Minnesota corporation (“Duster Limited “).
Terms of sale for Duster Limited ‘s service offerings are
available from Duster Limited upon request.
1. Inconsistent Terms. These Terms and Conditions supersede
inconsistent terms and conditions in documentation submitted by
Buyer to Duster Limited DUSTER LIMITED EXPRESSLY
CONDITIONS ITS OBLIGATION TO PERFORM ON BUYER’S
ACCEPTANCE OF THESE TERMS AND CONDITIONS.
2. Price. Unless otherwise stated in Duster Limited ‘s written
quotation, prices are firm for 30 days from the date of Duster
Limited ‘s written quotation and do not include shipping charges
(except as noted in section 7), federal, state or local sales, duties,
use or excise taxes.
3. Changes and Corrections. Duster Limited may change the
terms, conditions or pricing until it issues an order
acknowledgement, except as noted in Section 2. Clerical errors
are subject to correction at any time.
4. Payment. Payments are due NET 30. Credit terms may be
withdrawn or changed at any time. Fabrication and delivery may
be delayed if an account is delinquent. Buyer will pay all costs of
collection including reasonable attorneys’ fees and costs. Buyer
has no rights of set-off.
5. Order Modification. If Buyer requests to modify its purchase
order after Duster Limited has sent Buyer an Order
Acknowledgement form, Buyer shall compensate Duster Limited
for its reasonable expenditures made in reliance on the purchase
order prior to its receipt of the modification request, including,
without limitation, expenditures to design, procure or manufacture
non-standard components or configurations for machines,
accessories, parts or consumables. Duster Limited shall use
commercially reasonable efforts to mitigate such expenditures
after its receipt of the modification request.
6. Security Interest. Buyer agrees to sign or authenticate, when
requested by Duster Limited such documents as are necessary
for Duster Limited to acquire and perfect a security interest in
Products sold hereunder to Buyer, together with all proceeds
thereof, to secure Buyer’s performance and payment of all
amounts due on this sale. Buyer authorizes Duster Limited to file a
financing statement. Duster Limited shall release its security
interest upon receipt of full performance and payment.
Notwithstanding, upon delivery Duster Limited (i) cannot direct the
disposition of the Products, (ii) cannot rescind the transaction, (iii)
cannot prohibit the Buyer from using the Products in the ordinary
course of business, and (iv) has no other rights that would normally
rest with the holder of a lien on the Products.
7. Shipping and Performance. For machines and accessories,
shipping terms are FOB Shipping Point, freight prepaid and added.
For parts and consumables, shipping terms are FOB Shipping
Point, freight prepaid. Duster Limited shall select the carrier.
Duster Limited may make partial shipments. Performance and
shipping dates referenced by Duster Limited are approximate
dates only. Duster Limited shall not be liable for damages or
penalty for carrier’s delay in delivery or for failure to give notice of
any delay, and the carrier shall not be deemed to be an agent of
Duster Limited Buyer must inspect and report all claims for
shortages or incorrect charges within 10 days after Buyer’s receipt
of that particular shipment. Requests for proof of delivery must be
received in writing within 30 days after receipt of the invoice for the
Products.
8. Title. Title to Products will transfer to Buyer at the time of
delivery to the carrier.
9. Product Returns. All Product returns must comply with Duster
Limited ‘s Return Materials Policy and be accompanied by Duster
Limited ‘s Return Material Authorization, available from Duster
Limited upon request.
10. Limited Product Warranty. Duster Limited Company’s
standard manufacturer’s limited warranty for the applicable
Product, available from Duster Limited upon request, is the sole
and exclusive obligation to the Buyer for any Product sold under
these Terms and Conditions.
11. Limitation of Liability. THE ABOVE-REFERENCED
LIMITED PRODUCT WARRANTY IS EXCLUSIVE AND IS GIVEN
AND ACCEPTED IN LIEU OF ANY AND ALL OTHER
WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND ALL OTHER REMEDIES. THESE ARE THE
ONLY REMEDIES OF BUYER FOR ANY BREACH OF
WARRANTY OR ANY OTHER CLAIM. DUSTER LIMITED ‘S
TOTAL LIABILITY ARISING OUT OF THE SUPPLYING OR USE
OF PRODUCTS, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE SHALL NOT IN ANY CASE EXCEED THE COST
OF THE GOODS SOLD FOR WHICH ANY CLAIM IS MADE. IN
NO CASE SHALL DUSTER LIMITED BE LIABLE TO BUYER OR
ANY THIRD PARTY FOR ANY INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
BUYER AGREES TO INDEMNIFY AND HOLD DUSTER
LIMITED HARMLESS FROM ALL CLAIMS, DEMANDS, AND
COSTS, INCLUDING REASONABLE ATTORNEY FEES, MADE
BY THIRD PARTIES AGAINST DUSTER LIMITED RELATING
TO BUYER’S USE OR INSTALLATION OF THE PRODUCTS,
AND TO PAY
ANY COSTS AND EXPENSES INCURRED BY DUSTER
LIMITED TO ENFORCE BUYER’S OBLIGATIONS.
12. Indemnification. Duster Limited shall indemnify, defend and
hold Buyer harmless from and against any claim, demand, cause
of action or liability for direct damage arising from Duster Limited
‘s negligence or intentional misconduct in connection with its
provision of Products to Buyer, subject to the limitations noted
above.
13. Insurance. Duster Limited shall maintain Worker’s
Compensation, Employer’s Liability, Auto Liability and General
Liability and Casualty insurance coverage, as well as other
coverage of a nature in accordance with, and in amounts
commensurate with, standard industry practice. All policies are
written by carriers with
A.M. Best ratings of A- or higher.
14. Product Alterations. Duster Limited if it deems necessary,
may alter any Product’s specifications, design, drawings,
manufacturing process, components, materials, location of
manufacture or delivery in any way, at any time, without any notice
to or approval from Buyer.
15. Telemetry. Buyer acknowledges and agrees that Duster
Limited may equip its Products with telemetry devices for the
purpose of recording and transmitting to Duster Limited
information intended to improve Product serviceability.
16. Use of Orbio® Cleaning Solution Generators. Unless
expressly authorized by Duster Limited, Buyer shall use Orbio
Cleaning Solution Generators to generate cleaning solutions only
for its own internal use and not resell the solutions to third parties.
Buyer is responsible for ensuring that all cleaning solutions are
labeled and used in accordance with applicable health and safety
regulations.
17. Use of Brain Corporation Autonomous Solutions. Certain
Products may contain autonomous navigation and other features
manufactured by Brain Corporation and in each such case, the
terms of the Autonomous Mobile Robot End User License
Agreement found at https://Duster Limited co.com/amreula (“AMR
EULA”) shall be incorporated herein and govern Buyer’s use
thereof and rights thereto, in addition to the terms set forth in these
General Terms & Conditions. Brain is a third-party beneficiary of
these General Terms and Conditions as they relate to the terms
of the AMR EULA.
18. Term and Termination. Where applicable, the term of Buyer’s
right to use aProduct shall be as set forth in the applicable purchase
order. Duster Limited may terminate all or any portion of a
purchase order, including Buyer’s right to use Products and the
provision of any services, in the event of a breach of any material
term of the applicable purchase order and/or these General Terms
and Conditions (or agreements incorporated herein), which
breach has not been cured within ten (10) days of Buyer’s receipt
of written notice of breach. Immediately upon termination, Buyer’s
right to use Products with limited term use rights and Products for
which full payment has not been made, shall cease. If termination
is as a result of Buyer’s default, then in addition to Duster Limited ’s
other remedies at law or in equity, Duster Limited will be entitled
to exercise all rights of a secured creditor under the Uniform
Commercial Code or other applicable law with respect to any
Product for which full payment has not been made as of the date
of termination.
19. Rights in Intellectual Property. As between Buyer and
Duster Limited all intellectual property rights in goods and services
provided by Duster Limited are vested solely and exclusively in
Duster Limited
Company. No intellectual property rights in goods or services are
assigned, licensed or transferred hereunder, except as may be
expressly provided in the AMR EULA, as applicable.
20. Force Majeure. Duster Limited is not liable for any delay or
failure to perform where, in Duster Limited ‘s sole judgment, such
timely performance is commercially impracticable, or where such
delay or failure to perform is caused by conditions beyond Duster
Limited ‘s control, including, without limitation, acts of God, acts of
governmental authorities, changes in applicable law, fire, flood,
labor dispute, shortage, insurrection, war, or terrorism.
21. Choice of Law; Disputes. The validity, performance,
construction and effect of this Agreement shall be governed by
and construed under the laws of the State of Minnesota and the
United States of America, without giving effect to the principles of
conflict of laws. This Agreement expressly excludes the provisions
of the United Nations Convention on Contracts for the
International Sale of Goods. Duster Limited and Buyer agree to
make a good faith attempt to settle any dispute arising under this
Agreement. To the extent they are unable to resolve a dispute
informally, the parties agree to make a good faith attempt to
resolve the dispute by mediation in Minneapolis, Minnesota. If
such mediation fails to resolve the dispute, the parties agree to
arbitrate in Minneapolis, Minnesota pursuant to the Optional
Expedited Arbitration Procedures of JAMS.
22. Severability. If any provision of this agreement is held to be
invalid, illegal, unenforceable or in conflict with the law of any
jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not be in any way affected or impaired.
23. Legal Compliance. Duster Limited and Buyer shall comply
with all applicable federal, state and local laws, including, without
limitation, the United States Foreign Corrupt Practices Act and
Executive Orders 11246 and 13201.
To the extent that Duster Limited will have access to or otherwise
process personally identifiable information in its performance
hereunder which information is subject to regulation under
applicable laws, rules and regulations, including privacy and
security laws, requiring the execution of supplemental agreements
to address such processing (e.g. HIPAA Business Associate
Agreement, GDPR Data Processing Agreement etc.) the parties
agree to promptly execute such supplemental agreements in the
form as presented to Buyer by Duster Limited . Upon execution
thereof, such supplemental agreement(s) shall be incorporated
herein.
24. Ethics Compliance. Duster Limited strives to conduct
business in accordance with the principles in our Business Ethics
Guide, available at www.Duster Limited co.com. If you believe that
Duster Limited has not lived up to these principles, you can
anonymously report your concerns by +88-02-48812148
25. Assignment. This Agreement is not assignable without the
prior written consent of Duster Limited. Assignment without such
consent is void.
26. No Waiver. Either party’s failure to enforce any term or
condition in this agreement shall not be construed as a waiver of
any right available to either party hereunder.
27. Contacts. For all inquiries, call Duster Limited Customer
Service at +88-02-48812148, or write to the following address:
Duster Limited Sales and Service Company 06, Gulshan Avenue,
Level-3, Block- SW (H), Gulshan-1,
Dhaka-1212, Bangladesh.