Last modified: June 03, 2024

TRADE LAKE AUTOMATION LLC (“TLA”) is committed to protecting your privacy and developing technology that gives you the most powerful and safe online experience. This Statement of Privacy applies to TLA's site and governs data collection and usage. By using TLA's site, you consent to the data practices described in this statement.

COLLECTION OF YOUR PERSONAL INFORMATION | TLA collects personally identifiable information, such as your email address, name, home or work address or telephone number. TLA also collects anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests and favorites.

There is also information about your computer hardware and software that is automatically collected by TLA. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by TLA for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of TLA's.

Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through TLA's public message boards, this information may be collected and used by others. Note: TLA does not read any of your private online communications.

TLA encourages you to review the privacy statements of web sites you choose to link to from TLA so that you can understand how those web sites collect, use and share your information. TLA is not responsible for the privacy statements or other content of third-party web sites.

USE OF YOUR PERSONAL INFORMATION | TLA collects and uses your personal information to operate the TLA web site and deliver the services you have requested. TLA also uses your personally identifiable information to inform you of other products or services available from TLA and its affiliates. TLA may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.

TLA does not sell, rent or lease its customer lists to third parties. TLA may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. In addition, TLA may share data with trusted partners to help us perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to TLA, and they are required to maintain the confidentiality of your information.

TLA does not use or disclose sensitive personal information, such as race, religion, or political affiliations, without your explicit consent.

TLA keeps track of the Web sites and pages our customers visit within Mechatronic, in order to determine what Mechatronic services are the most popular. This data is used to deliver customized content and advertising within TLA to customers whose behavior indicates that they are interested in a particular subject area.

TLA will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on TLA or the site; (b) protect and defend the rights or property of TLA; and, (c) act under exigent circumstances to protect the personal safety of users of TLA, or the public.

USE OF COOKIES |The TLA web site use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize TLA pages, or register with TLA site or services, a cookie helps TLA to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses and so on. When you return to the same TLA site, the information you previously provided can be retrieved, so you can easily use the TLA features that you customized.

You have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the TLA services or web sites you visit.

SECURITY OF YOUR PERSONAL INFORMATION | TLA secures your personal information from unauthorized access, use or disclosure. TLA secures the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information (such as a credit card number) is transmitted to other web sites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

CHANGES TO THIS STATEMENT |TLA will occasionally update this Statement of Privacy to reflect company and customer feedback. TLA encourages you to periodically review this Statement to be informed of how TLA is protecting your information.

CONTACT INFORMATION | TLA welcomes your comments regarding this Statement of Privacy. If you believe that TLA has not adhered to this Statement, please contact us.

We will use commercially reasonable efforts to promptly determine and remedy the problem.

If you have any additional questions about these Terms, please contact us.

Last modified: July 18, 2024

The following Terms and Conditions (“Terms”) apply to the Quotation (the “Quotation”) provided by Trade Lake Automation LLC (“TLA”) to the customer identified in the Quotation (“Customer”). TLA and Customer are collectively referred to as the (“party” or “parties”).

I. ACCEPTANCE. The Quotation as well as these Terms contain the commercial terms and conditions of the agreement between Customer and TLA. The Quotation is valid for 30 days from the date set forth on the Quotation. Any terms or conditions originating with Customer are superseded by these Terms and expressly rejected by TLA and shall not be or become part of the contract between Customer and TLA.

If Customer decides to proceed with the project outlined in a Quotation, Customer shall issue a Purchase Order or other order document (an “Order”). All Orders are subject to acceptance by TLA in writing. Once an Order is placed by Customer that is consistent with the Quotation, and such Order is accepted in writing by TLA, these Terms, the Quotation and the Order will constitute a valid and binding contract between Customer and TLA.

II. CHANGE ORDERS. TLA will provide the services and deliverables (collectively, the “Deliverables”) that are specifically set forth in the Quotation. If Customer wishes to make any changes to an accepted Quotation, Customer will provide TLA with a proposed change order specifying the desired changes in the requirements and Deliverables (the “Change Order”). Customer acknowledges that any changes to an accepted Quotation may require increased work by TLA, necessitating a reasonable adjustment in the cost, schedule, or both. If both TLA and Customer accept the proposed Change Order in writing, the terms of the Change Order shall become part of the contract between the parties and shall prevail over the applicable Quotation to the extent they are inconsistent. TLA reserves the right to use the services of sub-contractors, agents and suppliers.

III. TIMING. TLA shall deliver the Deliverables at the time and in the manner specified in the Quotation. TLA shall not be responsible for any delays in delivering the Deliverables that are caused by Customer’s delay, failure of Customer to timely perform any of its obligations or lack of Customer’s response in delivering materials or information needed for project completion. At the time that each Deliverable has been completed, TLA shall provide Customer with such Deliverable along with a written invoice indicating completion of the project. Upon delivery of the Deliverable and invoice, Customer shall have 14 days to notify TLA of any deficiencies in the Deliverables by written notice. Such written notice shall specify the particular aspects of the Quotation for which the Deliverable does not satisfy. TLA shall proceed in a commercially reasonable manner to correct any such deficiencies, if they so exist. Once such deficiencies have been corrected (if any), TLA shall resubmit the Deliverable to Customer for final delivery. FAILURE TO PROVIDE NOTICE WITHIN 14 DAYS OF RECEIPT OF THE DELIVERABLE AND INVOICE SHALL CONSTITUTE ACCEPTANCE OF THE DELIVERABLE AND SHALL PRECLUDE CUSTOMER FROM LATER RAISING ANY CLAIM OF DEFICIENCY.

IV. LICENSES, INSURANCE, WARRANTY. Upon final payment by Customer of all amounts due to TLA, TLA shall grant to Customer a nonexclusive, worldwide, perpetual, personal, royalty-free and nontransferable license (the “License”) to use the Deliverables. The License is subject to the following limitations: (a) the Deliverables shall not, in any manner, be copied or duplicated, except for Customer’s own internal use for backup or system security; (b) Customer shall not, directly or indirectly, change, modify, expand or edit the Deliverables in any way. In the event that Customer changes, modifies, expands or edits the Deliverables in any way, all warranties and indemnities made by TLA in these terms shall immediately terminate; and (c) Customer shall promptly report any suspected malfunctions or defects in the Deliverables to TLA. Unless otherwise provided in the Quotation, TLA shall retain all ownership rights to all intellectual property relating to the Deliverables. The parties agree and acknowledge that none of the Deliverables are or shall be construed as “works made for hire” under the U.S. Copyright Act, 17 U.S.C. Sec. 101.

TLA does not grant any license or warranty to Customer for any third-party hardware or technology incorporated in the Deliverables. TLA may assist Customer in obtaining from the applicable third-party vendor a license or warranty to use such third-party hardware or technology at Customer’s sole expense and responsibility. Customer hereby grants TLA a nonexclusive, worldwide, perpetual, personal, royalty-free and nontransferable license to any and all technology owned by Customer, or owned by a third-party and licensed to Customer, necessary for TLA to design, develop, test, operate, enhance and maintain the Deliverables.

ALL DELIVERABLES SHALL BE PROVIDED ON AN “AS-IS, WHERE-IS” BASIS. TLA DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES PERFORMED OR DELIVERABLES DELIVERED, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL THIRD-PARTY PROVIDED PRODUCTS OR SERVICES DELIVERED OR RECOMMENDED TO CUSTOMER BY TLA UNDER THIS AGREEMENT ARE WITHOUT WARRANTY OF ANY KIND FROM TLA. TLA DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND OR NATURE WITH RESPECT TO SUCH THIRD-PARTY PROVIDED PRODUCTS OR SERVICES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER’S ONLY WARRANTY FOR SUCH THIRD-PARTY PROVIDED PRODUCTS OR SERVICES ARE THE APPLICABLE MANUFACTURER’S WARRANTIES, IF ANY.

V. PRICE AND PAYMENT TERMS. Prices and payment terms are set forth in the Quotation. Prices are subject to change without notice. Unless otherwise specified in the Quotation, terms of payment are NET 15 days from date of invoice. Customer agrees to provide credit references upon request before orders are accepted by TLA. All Orders should reference the Quotation number at time of order or may be subject to a price adjustment or refusal of acceptance. TLA reserves the right to correct pricing if an error was made by TLA and Customer has a right to cancel the Order if Customer does not agree to adjusted pricing. Any errors contained in TLA’s invoice must be brought to the attention of TLA within 5 days of Customer receiving an invoice or Customer waives all rights with respect to such error. In addition to any other remedies that may be available to TLA, any balance that is not paid in full in accordance with these Terms shall be subject to interest at the 3.5% per month (on the entire outstanding balance until paid in full).

VI. FEES AND TAXES. Customer is responsible for and shall pay or reimburse TLA for all taxes, assessments and other governmental charges, however designated, imposed by any governmental authority (except TLA’s net income taxes) associated with the execution or performance of this Quotation.

VII. SHIPMENTS. All shipments of Deliverables (if any) are EXW the applicable manufacturer’s location, unless otherwise set forth in the Quotation. Orders may contain shipping, handling and insured value charges. These charges will be prepaid and added to invoice unless otherwise agreed in writing by TLA. The parties recognize that delivery dates are approximate and that in no event shall TLA be held liable for any damages or expenses caused by delays in delivery of any Deliverables. The acceptance of the Deliverables by Customer shall constitute a waiver of all claims for delay. Any error with any Deliverable shipment should be brought to the attention of the TLA by the Customer within 5 days of receipt of shipment or Customer waives all rights with respect to such error.

VIII. CANCELLATION. Customer understands and agrees that the Deliverables are being specifically created for Customer and that any cancellation of an accepted Order shall result in cancellation charges. Any attempt to cancel or refuse delivery of the Order or change the Deliverables (collectively referred to herein as “Cancellation”) without TLA’s consent will be a breach of contract and may be subject to Cancellation charges. Unless otherwise specifically provided in the Quotation or by mutual written agreement, Customer agrees to pay Cancellation charges in an amount equal to the full Quotation price of services and Deliverables that are finished or in process at the time of Customer’s Cancellation. In addition, any postponement of delivery of Deliverables by Customer by more than 90 days shall be deemed a Cancellation of the order and shall be subject to these Cancellation charges.

IX. INDEMNIFICATION. Customer will indemnify and hold TLA and its subsidiaries, parents and other affiliated entities, and their equity owners, directors, employees and agents (collectively, together with TLA, the “Affiliates”) harmless from and against any and all liabilities, losses, damages, claims, costs, causes of action and expenses, including but not limited to the costs of defense and attorneys’ fees, suffered, paid or incurred by any of the Affiliates, whether or not suit is filed, arising out of, resulting from or connected with, in whole or in part, (a) Customer’s misconduct, negligence, acts or omissions, or breach of these Terms, (b) any third-party Deliverables or services provided pursuant to the Quotation that are defective or misapplied by Customer or Customer’s customers; (c) Customer’s use or application of the Deliverables; or (d) the infringement by the Deliverables of any third-party intellectual property or proprietary right of any kind.

X. LIMITATION ON LIABILITY. THE EXCLUSIVE REMEDY AGAINST TLA FOR ANY DAMAGES WHATSOEVER TO CUSTOMER ARISING OUT OF OR RELATED TO DELIVERABLES OR ANY SERVICES PROVIDED PURSUANT TO A QUOTATION SHALL BE LIMITED TO THE TOTAL FEES PAID BY CUSTOMER TO TLA UNDER SUCH QUOTATION DURING THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE LOSS. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, LOSS OF PROFITS OR LOSS OF REVENUE, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY.

XI. PROPRIETARY MATERIAL. All drawing, patterns, specifications and information included in the Deliverables and all information otherwise supplied by TLA relating to the design, erection, operation, and maintenance of the Deliverables is the proprietary and/or confidential information of TLA. Customer shall not disclose such material or information to others or allow others to use such material or information except as required for Customer to obtain service for the Equipment.

XII. INTERPRETATION AND ENFORCEMENT. This Agreement shall be interpreted and governed by the laws of the State of Wisconsin, without application of its conflict of law provisions. Any and all disputes relating to this Agreement, its interpretation, execution, enforcement or arising from the dealings between Customer and TLA, which are not settled by mutual, good faith negotiation, shall be dealt with under the exclusive jurisdiction and venue of the state and federal courts located in the State of Wisconsin, to the exclusion of all other courts. Each party expressly agrees to submit to the jurisdiction of such courts.

XIII. FORCE MAJEURE. If the performance of the Quotation or these Terms or any obligation hereunder (except the payment of monies due hereunder) is prevented, restricted or interfered with by reason of any event or condition beyond the reasonable control of such party (including, without limitation, acts of State or governmental action, international or domestic terrorism, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of energy or other supplies, epidemics, fire, explosion, flood, hurricane, typhoon, earthquake or other act of God), the party so affected shall be excused from such performance, only for so long as and to the extent that such a force prevents, restricts or interferes with such party’s performance and provided that the party affected gives notice thereof to the other party and uses diligent efforts to remedy such event or condition.

This Agreement constitutes the entire agreement between Customer and TLA with respect to the subject matter hereof and supersedes any and all previous or contemporaneous agreements and understandings with respect to the subject matter hereof. TLA reserves the right to change any rates and any of these Terms at any time upon written notice to Customer. All notices or other communications that are required by these Terms to be made in writing may be made by email or other electronic delivery method.