1. General and Applicability
1.1. These general terms of sale and delivery ('Terms') apply to all offers, sales, and deliveries of hardware, software, and consulting services from Morph Robotics.
1.2. Deviations from these terms are only valid if agreed upon in writing between both parties.
1.3. Morph Robotics caters primarily to businesses and research institutions (B2B). Sales to private consumers must be specifically agreed upon separately, where subject consumer law would then apply.
2. Quotes, Ordering and Pricing
2.1. All prices listed on morphrobotx.com/shop are indicative and exclude VAT, import duties, and shipping, unless otherwise specifically stated.
2.2. A purchase or order of custom-built hardware is considered legally binding for the customer when the order summary is confirmed in writing via email. Morph Robotics is only bound by the agreement upon sending a formal invoice or order confirmation.
2.3. We reserve the right to adjust prices in the event of sudden hikes in raw material costs (e.g. filament, copper, chipsets) or currency fluctuations up until the day of production, given prior notice and acceptance from the customer.
3. Scope of Use and Limitation of Liability
3.1. Sold prototypes, custom PCB-boards, and soft-robots are primarily designed for research, evaluation, and prototyping workflows. They are supplied 'as-is' and must not be inserted directly into critical production environments, life-support infrastructure or any system causing personal injury without rigorous internal certification performed by the customer.
3.2. Morph Robotics shall under no circumstances be liable for operating losses, loss of profit, data loss, damage to the customer's secondary hardware, or any other indirect economic loss arising from faults, failures or delays relating to our products.
3.3. Our maximum liability for proven direct damages – under any type of claim – shall never exceed the invoiced price of the specific hardware or service that forms the basis of the claim.
4. Payment Terms
4.1. Unless otherwise stated on the invoice, the general terms of payment are 14 days net from the invoice date.
4.2. For specialized manufacturing and longer development cycles, Morph Robotics is entitled to demand a deposit (e.g. 50% upfront) covering initial component procurement and setup time.
4.3. In the event of late payment, interest and reminder fees will accrue in accordance with Danish Interest Act legislation.
5. Returns and Right of Withdrawal (No Returns)
5.1. B2B purchases: As a general rule, no right of withdrawal or return is granted for hardware, prototypes, PCBs or 'made-to-order' robot parts delivered to business entities.
5.2. Custom Orders ('Specially manufactured hardware'): As all of our physical products are configured, 3D printed and/or manually assembled specifically to meet the customer's unique requirements, the right of withdrawal is voided entirely – even if the contract were (contrary to expectations) to be classified as a consumer transaction.
6. Faults and Complaints
6.1. The customer is obliged to inspect and test the delivered hardware immediately upon receipt to identify transport damages or obvious defects.
6.2. If a modular board or robotic segment proves to have a serious manufacturing error, the complaint must be filed in writing (shop@morphrobotx.com) within 8 days after the defect has been – or should have been – discovered.
6.3. In the case of a justified complaint, Morph Robotics reserves the right, at its own discretion, to either repair the hardware, replace the equipment, or credit the purchase price.
7. Intellectual Property Rights
7.1. Unless an 'IP-transfer' has been meticulously specifically agreed upon and acquired, Morph Robotics retains all intellectual property rights and patents on our blueprints, source architecture (SLAMS/Python/C++ implementations) and mechanical constructions forming the base of the prototypes.
7.2. The customer only obtains a non-transferable right of use for the specific, physically delivered hardware and accompanying operational software licenses for their own internal setups.
8. Choice of Law and Jurisdiction
8.1. Any dispute or claim arising out of or in connection with these terms, subsequent orders or related matters shall be governed by and construed in accordance with Danish law.
8.2. Any legal action or lawsuit must exclusively be brought before the City Court of Morph Robotics’ registered venue (Odense, Denmark).