TERMS & CONDITIONS

Terms and conditions for rental agreements, for lease agreements, and for website usage are all listed on this page. Please select an option below to read them online or download a PDF version. Accepting terms and conditional during checkout binds buyer to website terms and conditions and relevant product terms and conditions.

18-Month Lease Agreement with Option to Buy

1. Parties to the Agreement
a. Desin, LLC and Lessee agree to enter into this lease agreement (the “Agreement”) in which the Lessee agrees to lease an Obi (robotic feeding device) from Desin, LLC.

2. Duration
a. This lease will be for a period of 18 months, starting on the ship date of Obi to the Lessee and concluding 18 months thereafter.
b. Upon expiration of the 18-month period, the Lessee must immediately return Obi to Desin, LLC.
c. At the end of the lease, the Lessee will have the option to buy Obi — see below, 6. Option to Buy

3. Lease Amount
a. The lease amount shall be $235 per month for the 18-month lease period.
b. At the completion of the lease period the Lessee has the option to buy Obi for the amount of the Security Deposit.
c. This lease amount does not include sales, use, excise or similar taxes, whether tariffs, duties, or special assessments. The amount of such taxes, tariffs, duties and special assessments, if any, shall be paid by Lessee in addition to the lease amount above.

4. Payment
a. Monthly payments will be due on the first day of each month.
b. The Lessee shall provide a valid credit card which will be charged the monthly lease amount for the
duration specified in Paragraph 2 and any other charges incident to this Agreement. Alternatively, the Lessee may provide a bank account and permit the monthly withdrawal of the lease amount for the duration specified in Paragraph 2 and any other charges incident to this Agreement.

5. Security Deposit.
a. The Lessee will provide a security deposit of $1750 upon execution of this Agreement
b. The security deposit may be used to repair damages to Obi other than normal wear and tear.
c. When the Lessee returns Obi, the security deposit minus any outstanding amounts due under this Agreement and any costs for damages, will be returned to the Lessee.
d. If the Lessee returns Obi prior to the completion of the 18-month term of this agreement, the Lessee will be obligated to pay any remaining lease payments and will forfeit $1,200 of the security deposit in addition to any charges for the repair damages.

6. Option to Buy
a. At the end of the lease period, the Lessee will have the option to buy the Obi they have been using for the Lease period.
b. If the Lessee decides to purchase Obi at the end of the lease, they may do so by notifying Desin, LLC of their intention to purchase.
c. The purchase price at the end of the lease will be equal to the amount of the Security Deposit specified in 5. Security Deposit above.
d. Upon notice to purchase from the Lessee, Desin LLC will accept the security deposit as full payment for Obi and will issue a bill of sale to the Lessee.

7. Default
a. In the event Lessee fails to pay any amount due under this Agreement within one week after it is due, a late payment charge of $25 will be charged for each missed payment.
b. If Lessee is ever 2 or more months in default, Lessee must immediately return Obi to Desin, LLC at Lessee’s cost, and Lessee must immediately pay all outstanding and future monthly payments for the duration specified in Paragraph 2.
c. If, for any reason, the Lessee fails to return Obi as required under this Agreement, the security deposit will be forfeited, and the full purchase price of Obi ($4,500) minus the security deposit and minus one- half of all lease payments paid under this Agreement will immediately become due and payable and charged to the Lessee.

8. Acknowledgement
a. Lessee acknowledges that Obi has been received in an undamaged working condition.
b. Lessee acknowledges that Obi is a delicate electronic robotic device and will treat it with due care and concern.
c. Lessee acknowledges that they have received a User’s Manual and that Lessee has read and understood its contents.
d. Lessee acknowledges that Desin, LLC encourages Lessee to purchase insurance to cover the loss of or damage to Obi.
e. Lessee acknowledges that the value of Obi is $4,500.

9. Trademarks
a. Lessee acknowledges that Desin, LLC retains ownership of the Obi and all applicable intellectual property related to it. This Agreement does not entitle Lessee to use, register, or otherwise identify Lessee or its business with the name, trademark, service mark or other identity of Desin, LLC or the name Obi or its likeness without express written permission from Desin, LLC. All such marks and goodwill associated with such marks remain the sole and exclusive property of Desin, LLC.

10. Serviceability.
a. Lessee will use, maintain, and care for Obi consistent with the instructions in the User’s Manual.
b. If, for any reason, Obi is not working properly or has stopped working, the Lessee will immediately contact Desin, LLC to report the problem and attempt to resolve the problem.
c. If the problem with Obi cannot be resolved and is as a result of a manufacturing defect, Lessee will return the defective unit to Desin, LLC at Desin’s cost. Desin, LLC at it sole discretion will repair or replace Obi and ship, at Desin’s cost, Obi back to the Lessee. All lease payments will be suspended while Obi is in transit or in Desin, LLC possession. The lease will be extended for a period equal to the length of time Obi was in transit and in the possession of Desin, LLC
d. At the conclusion of the duration identified in paragraph 2, the Lessee will return Obi in good working condition to Desin, LLC at Lessee’s own cost.

11. Damages to Obi
a. If Obi is damaged, has stopped working, or is not working properly, other than through normal wear and tear or a manufacturing defect, Lessee will be responsible for the cost of repair, including parts and labor. Cause of damage and the costs of related repairs will be determined solely by Desin, LLC.

12. Notices
a. All notice will be in writing and will be provided to the parties which are signatories to the agreement.
b. Notices may be delivered by: Certified mail; Courier; Acknowledged email

13. Use of Equipment
a. Lessee agrees to use Obi for its intended purpose as specified in the User’s Manual.

14. Entire Agreement
a. This is the entire agreement between the parties. It replaces and supersedes any and all other related agreements between the parties.

15. Severability:
a. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Desin, LLC, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.

16. Disputes/Arbitration
a. This Agreement and any dispute regarding it shall be construed under the laws of the State of Michigan.
b. Exclusive jurisdiction and venue for any action arising between the parties with respect to this Agreement shall lie in the Courts of Oakland County, Michigan or in federal courts situated in the Eastern District of Michigan (Southern Division) if federal court jurisdiction is invoked.
c. In the event that a dispute that in any way arises under or relates to this Agreement, both parties agree to use their best efforts to resolve the dispute in an amicable way without the need for formal proceeding(s) filed with any court or administrative agency. In the event that the parties cannot amicably resolve their dispute, they agree to use binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association in the State of Michigan, County of Oakland pursuant to all applicable State of Michigan Statutes, as the final non-appealable adjudication of the dispute (including the arbitrability of the dispute) and agree that a final Judgment may be entered based on that adjudication. The parties agree that the arbitration required under this paragraph shall be governed by the terms outlined in the “Dispute Resolution” section of the Terms and Conditions for a purchase of an Obi found on Desin, LLC’s website, www.meetobi.com

17. Fees and Costs
a. Lessee shall pay all reasonable attorney fees and any other fees and costs incurred by Desin, LLC as a result of Lessee’s breach of this Agreement. Specifically, but without limitation, Lessee agrees to pay Desin, LLC for any and all costs and fees (including reasonable attorney fees) incurred by Desin, LLC to protect its rights under this Agreement and to collect any outstanding amounts due by the Lessee under this Agreement.

18. Limitation on Liability
a. LESSEE AGREES THAT DESIN, LLC’S LIABILITY UNDER THIS AGREEMENT, IF ANY, IS LIMITED TO A REFUND THE AMOUNT PAID BY LESSEE TO DESIN, LLC UNDER THIS AGREEMENT.
b. DESIN, LLC WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PAIN AND SUFFERING, OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, BUT ARE NOT LIMTED TO, LOSS OF USE, INCOME, OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).

12-Month Rental Agreement

1. Parties to the Agreement
a. Desin, LLC and Renter agree to enter into this rental agreement (the “Agreement”) in which the Renter agrees to rent an Obi (robotic feeding device) from Desin, LLC.

2. Duration
a. The rental of Obi will be for a period of 12 months, starting on the ship date of Obi to the renter and concluding 12 months thereafter.
b. Upon the expiration of the 12-month period, the Renter must immediately return Obi to Desin, LLC. However, Renter may continue to rent the Obi unit on a month to month basis for the monthly rental amount specified in paragraph 3 below.

3. Rental Amount
a. The rental amount shall be $230 per month for the first 12 months. If the renter decides to keep the device for longer than 12 months, the rental rate shall drop to $200 per month after the 12th month.
b. This rental amount does not include sales, use, excise or similar taxes, whether tariffs, duties, or special assessments. The amount of such taxes, tariffs, duties and special assessments, if any, shall be paid by Renter in addition to the rental amount above.

4. Payment
a. Monthly payments will be due on the first day of each month.
b. The Renter shall provide a valid credit card which will be charged the monthly rental amount for the
duration specified in Paragraph 2 and any other charges incident to this Agreement. The renter shall provide a valid credit card is they choose to rent Obi beyond the period specified in Paragraph 2. Alternatively, the Renter may provide a bank account and permit the monthly withdrawal of the rental amount for the duration specified in Paragraph 2 and any other charges incident to this Agreement.

5. Default
a. In the event Renter fails to pay any amount due under this Agreement within one week after it is due, a late payment charge of $25 will be charged for each missed payment.
b. If Renter is ever 2 or more months in default, Renter must immediately return Obi to Desin, LLC at Renter’s cost, and Renter must immediately pay all outstanding and future monthly payments for the duration specified in Paragraph 2.
c. If, for any reason, the Renter fails to return Obi as required under this Agreement, the security deposit will be forfeited, and the full purchase price of Obi ($4,500) minus the security deposit and minus one- half of all rental payments paid under this Agreement will immediately become due and payable and charged to the Renter.

6. Security Deposit.
a. The Renter will provide a security deposit of $1,200 upon execution of this Agreement
b. The security deposit may be used to repair any damages to Obi other than normal wear and tear.
c. When the Renter returns Obi, the security deposit minus any outstanding amounts due under this Agreement and any costs for damages, will be returned to the Renter.
d. If the Renter returns Obi prior to the completion of the 12-month term of this agreement, the Renter will forfeit the entire amount of the security deposit.

7. Acknowledgement
a. Renter acknowledges that Obi has been received in an undamaged working condition.
b. Renter acknowledges that Obi is a delicate electronic robotic device and will treat it with due care and concern.
c. Renter acknowledges that they have received a User’s Manual and that Renter has read and understood its contents.
d. Renter acknowledges that Desin, LLC encourages Renter to purchase insurance to cover the loss of or damage to Obi.
e. Renter acknowledges that Renter may receive an Obi that has been refurbished but is in new working condition.
f. Renter acknowledges that the current value of Obi is $4,500.

8. Trademarks
a. Renter acknowledges that Desin, LLC retains ownership of the Obi and all applicable intellectual property related to it. This Agreement does not entitle Renter to use, register, or otherwise identify Renter or its business with the name, trademark, service mark or other identity of Desin, LLC or the name Obi or its likeness without express written permission from Desin, LLC. All such marks and goodwill associated with such marks remain the sole and exclusive property of Desin, LLC.

9. Serviceability.
a. Renter will use, maintain, and care for Obi consistent with the instructions in the User’s Manual.
b. If, for any reason, Obi is not working properly or has stopped working, the Renter will immediately contact Desin, LLC to report the problem and attempt to resolve the problem.
c. If the problem cannot be resolved and is as a result of a manufacturing defect, Renter will return the defective unit to Desin, LLC at its own cost and Desin, LLC will ship a replacement Obi to the Renter at its own cost.
d. At the conclusion of the duration identified in paragraph 2, the Renter will return Obi to Desin, LLC at Renter’s own cost and in good working condition.

10. Damages to Obi
a. If Obi is damaged, has stopped working, or is not working properly, other than through normal wear and tear or a manufacturing defect, Renter will be responsible for the cost of repair, including parts and labor.
b. Cause of damage and the costs of related repairs will be determined solely by Desin, LLC.

11. Notices
a. All notice will be in writing and will be provided to the parties which are signatories to the agreement.
b. Notices may be delivered by: Certified mail; Courier; Acknowledged email

12. Use of Equipment
a. Renter agrees to use Obi for its intended purpose as specified in the User’s Manual.

13. Entire Agreement
a. This is the entire agreement between the parties. It replaces and supersedes any and all other related agreements between the parties.

14. Severability:
a. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Desin, LLC, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.

15. Disputes/Arbitration
a. This Agreement and any dispute regarding it shall be construed under the laws of the State of Michigan.
b. Exclusive jurisdiction and venue for any action arising between the parties with respect to this
Agreement shall lie in the Courts of Oakland County, Michigan or in federal courts situated in the Eastern District of Michigan (Southern Division) if federal court jurisdiction is invoked.
c. In the event that a dispute that in any way arises under or relates to this Agreement, both parties agree to use their best efforts to resolve the dispute in an amicable way without the need for formal proceeding(s) filed with any court or administrative agency. In the event that the parties cannot amicably resolve their dispute, they agree to use binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association in the State of Michigan, County of Oakland
pursuant to all applicable State of Michigan Statutes, as the final non-appealable adjudication of the dispute (including the arbitrability of the dispute) and agree that a final Judgment may be entered based on that adjudication. The parties agree that the arbitration required under this paragraph shall be governed by the terms outlined in the “Dispute Resolution” section of the Terms and Conditions for a purchase of an Obi found on Desin, LLC’s website, www.meetobi.com

16. Fees and Costs
a. Renter shall pay all reasonable attorney fees and any other fees and costs incurred by Desin, LLC as a result of Renter’s breach of this Agreement. Specifically, but without limitation, Renter agrees to pay Desin, LLC for any and all costs and fees (including reasonable attorney fees) incurred by Desin, LLC to protect its rights under this Agreement and to collect any outstanding amounts due by the Renter under this Agreement.

17. Limitation on Liability
a. RENTER AGREES THAT DESIN, LLC’S LIABILITY UNDER THIS AGREEMENT, IF ANY, IS LIMITED TO A REFUND THE AMOUNT PAID BY RENTER TO DESIN, LLC UNDER THIS AGREEMENT.
b. DESIN, LLC WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PAIN AND SUFFERING, OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, BUT ARE NOT LIMTED TO, LOSS OF USE, INCOME, OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).

18-Month Rental Agreement

1. Parties to the Agreement
a. Desin, LLC and Renter agree to enter into this rental agreement (the “Agreement”) in which the Renter agrees to rent an Obi (robotic feeding device) from Desin, LLC.

2. Duration
a. The rental of Obi will be for a period of 18 months, starting on the ship date of Obi to the renter and concluding 18 months thereafter.
b. Upon expiration of the 18-month period, the Renter must immediately return Obi to Desin, LLC. However, Renter may continue to rent the Obi unit on a month to month basis for the same monthly rental amount specified in paragraph 3 below.

3. Rental Amount
a. The rental amount shall be $200 per month. If the renter decides to keep the device for longer than 18 months, the rental rate shall continue at the rate of $200 per month after the 12th month.
b. This rental amount does not include sales, use, excise or similar taxes, whether tariffs, duties, or special assessments. The amount of such taxes, tariffs, duties and special assessments, if any, shall be paid by Renter in addition to the rental amount above.

4. Payment
a. Monthly payments will be due on the first day of each month.
b. The Renter shall provide a valid credit card which will be charged the monthly rental amount for the
duration specified in Paragraph 2 and any other charges incident to this Agreement. The renter shall provide a valid credit card is they choose to rent Obi beyond the period specified in Paragraph 2. Alternatively, the Renter may provide a bank account and permit the monthly withdrawal of the rental amount for the duration specified in Paragraph 2 and any other charges incident to this Agreement.

5. Default
a. In the event Renter fails to pay any amount due under this Agreement within one week after it is due, a late payment charge of $25 will be charged for each missed payment.
b. If Renter is ever 2 or more months in default, Renter must immediately return Obi to Desin, LLC at Renter’s cost, and Renter must immediately pay all outstanding and future monthly payments for the duration specified in Paragraph 2.
c. If, for any reason, the Renter fails to return Obi as required under this Agreement, the security deposit will be forfeited, and the full purchase price of Obi ($4,500) minus the security deposit and minus one- half of all rental payments paid under this Agreement will immediately become due and payable and charged to the Renter.

6. Security Deposit.
a. The Renter will provide a security deposit of $1,200 upon execution of this Agreement
b. The security deposit may be used to repair any damages to Obi other than normal wear and tear.
c. When the Renter returns Obi, the security deposit minus any outstanding amounts due under this
Agreement and any costs for damages, will be returned to the Renter.
d. If the Renter returns Obi prior to the completion of the 18-month term of this agreement, the Renter
will forfeit the entire amount of the security deposit.

7. Acknowledgement
a. Renter acknowledges that Obi has been received in an undamaged working condition.
b. Renter acknowledges that Obi is a delicate electronic robotic device and will treat it with due care and concern.
c. Renter acknowledges that they have received a User’s Manual and that Renter has read and understood its contents.
d. Renter acknowledges that Desin, LLC encourages Renter to purchase insurance to cover the loss of or damage to Obi.
e. Renter acknowledges that Renter may receive an Obi that has been refurbished but is in new working condition.
f. Renter acknowledges that the current value of Obi is $4,500.

8. Trademarks
a. Renter acknowledges that Desin, LLC retains ownership of the Obi and all applicable intellectual property related to it. This Agreement does not entitle Renter to use, register, or otherwise identify Renter or its business with the name, trademark, service mark or other identity of Desin, LLC or the name Obi or its likeness without express written permission from Desin, LLC. All such marks and goodwill associated with such marks remain the sole and exclusive property of Desin, LLC.

9. Serviceability.
a. Renter will use, maintain, and care for Obi consistent with the instructions in the User’s Manual.
b. If, for any reason, Obi is not working properly or has stopped working, the Renter will immediately contact Desin, LLC to report the problem and attempt to resolve the problem.
c. If the problem cannot be resolved and is as a result of a manufacturing defect, Renter will return the defective unit to Desin, LLC at its own cost and Desin, LLC will ship a replacement Obi to the Renter at its own cost.
d. At the conclusion of the duration identified in paragraph 2, the Renter will return Obi to Desin, LLC at Renter’s own cost and in good working condition.

10. Damages to Obi
a. If Obi is damaged, has stopped working, or is not working properly, other than through normal wear and tear or a manufacturing defect, Renter will be responsible for the cost of repair, including parts and labor.
b. Cause of damage and the costs of related repairs will be determined solely by Desin, LLC.

11. Notices
a. All notice will be in writing and will be provided to the parties which are signatories to the agreement.
b. Notices may be delivered by: Certified mail; Courier; Acknowledged email

12. Use of Equipment
a. Renter agrees to use Obi for its intended purpose as specified in the User’s Manual.

13. Entire Agreement
a. This is the entire agreement between the parties. It replaces and supersedes any and all other related agreements between the parties.

14. Severability:
a. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Desin, LLC, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.

15. Disputes/Arbitration
a. This Agreement and any dispute regarding it shall be construed under the laws of the State of Michigan.
b. Exclusive jurisdiction and venue for any action arising between the parties with respect to this Agreement shall lie in the Courts of Oakland County, Michigan or in federal courts situated in the Eastern District of Michigan (Southern Division) if federal court jurisdiction is invoked.
c. In the event that a dispute that in any way arises under or relates to this Agreement, both parties agree to use their best efforts to resolve the dispute in an amicable way without the need for formal proceeding(s) filed with any court or administrative agency. In the event that the parties cannot amicably resolve their dispute, they agree to use binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association in the State of Michigan, County of Oakland pursuant to all applicable State of Michigan Statutes, as the final non-appealable adjudication of the dispute (including the arbitrability of the dispute) and agree that a final Judgment may be entered based on that adjudication. The parties agree that the arbitration required under this paragraph shall be governed by the terms outlined in the “Dispute Resolution” section of the Terms and Conditions for a purchase of an Obi found on Desin, LLC’s website, www.meetobi.com

16. Fees and Costs
a. Renter shall pay all reasonable attorney fees and any other fees and costs incurred by Desin, LLC as a result of Renter’s breach of this Agreement. Specifically, but without limitation, Renter agrees to pay Desin, LLC for any and all costs and fees (including reasonable attorney fees) incurred by Desin, LLC to protect its rights under this Agreement and to collect any outstanding amounts due by the Renter under this Agreement.

17. Limitation on Liability
a. RENTER AGREES THAT DESIN, LLC’S LIABILITY UNDER THIS AGREEMENT, IF ANY, IS LIMITED TO A REFUND THE AMOUNT PAID BY RENTER TO DESIN, LLC UNDER THIS AGREEMENT.
b. DESIN, LLC WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PAIN AND SUFFERING, OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, BUT ARE NOT LIMTED TO, LOSS OF USE, INCOME, OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).

24-Month Rental Agreement

 

 

1. Parties to the Agreement
a. Desin, LLC and  (“Renter”) agree to enter into this rental agreement (the “Agreement”) in which the Renter agrees to rent an Obi (robotic feeding device) from Desin, LLC.

2. Duration
a. The rental of Obi will be for a period of 24 months, starting on date of rental and concluding on end of rental agreement.
b. Upon the expiration of the 24-month period, the Renter must immediately return Obi to Desin, LLC. However, if Renter decides to keep the device for longer than 24 months, Renter may continue to rent the Obi unit on a month to month basis for the same monthly rental amount specified in paragraph 3 below.

3. Rental Amount
a. The rental amount shall be $185 per month.
b. This rental amount does not include sales, use, excise or similar taxes, whether tariffs, duties, or special assessments. The amount of such taxes, tariffs, duties and special assessments, if any, shall be paid by Renter in addition to the rental amount above.

4. Payment
a. Monthly payments will be in the form of a monthly recurring transaction, paid on the same day of the month of the originating transaction.
b. The Renter shall provide a valid credit card which will be charged the monthly rental amount for the duration specified in Paragraph 2 and any other charges incident to this Agreement. The renter shall provide a valid credit card is they choose to rent Obi beyond the period specified in Paragraph 2. Alternatively, the Renter may provide a bank account and permit the monthly withdrawal of the rental amount for the duration specified in Paragraph 2 and any other charges incident to this Agreement.

5. Default
a. In the event Renter fails to pay any amount due under this Agreement within one week after it is due, a late payment charge of $25 will be charged for each missed payment.
b. If Renter is ever 2 or more months in default, Renter must immediately return Obi to Desin, LLC at Renter’s cost, and Renter must immediately pay all outstanding for the duration specified in Paragraph 2.
c. If, for any reason, the Renter fails to return Obi as required under this Agreement, the security deposit will be forfeited, and the full purchase price of Obi ($5,950) minus the security deposit and minus one-half of all rental payments paid under this Agreement will immediately become due and payable and charged to the Renter.

6. Security Deposit.
a. The Renter will provide a security deposit of $1,200 upon execution of this Agreement
b. The security deposit may be used to repair any damages to Obi other than normal wear and tear.
c. When the Renter returns Obi, the security deposit minus any outstanding amounts due under this Agreement and any costs for damages, will be returned to the Renter.
d. If the Renter returns Obi prior to the completion of the 24-month term of this agreement, the Renter will forfeit the entire amount of the security deposit.

7. Acknowledgement
a. Renter acknowledges that Obi has been received in an undamaged working condition.
b. Renter acknowledges that Obi is a delicate electronic robotic device and will treat it with due care and concern.
c. Renter acknowledges that they have received a User’s Manual and that Renter has read and understood its contents.
d. Renter acknowledges that Desin, LLC encourages Renter to purchase insurance to cover the loss of or damage to Obi.
e. Renter acknowledges that Renter may receive an Obi that has been refurbished but is in new working condition.
f. Renter acknowledges that the current value of Obi is $5,950.

8. Trademarks
a. Renter acknowledges that Desin, LLC retains ownership of the Obi and all applicable intellectual property related to it. This Agreement does not entitle Renter to use, register, or otherwise identify Renter or its business with the name, trademark, service mark or other identity of Desin, LLC or the name Obi or its likeness without express written permission from Desin, LLC. All such marks and goodwill associated with such marks remain the sole and exclusive property of Desin, LLC.

9. Serviceability.
a. Renter will use, maintain, and care for Obi consistent with the instructions in the User’s Manual.
b. If, for any reason, Obi is not working properly or has stopped working, the Renter will immediately contact Desin, LLC to report the problem and attempt to resolve the problem.
c. If the problem cannot be resolved and is as a result of a manufacturing defect, Renter will return the defective unit to Desin, LLC at its own cost and Desin, LLC will ship a replacement Obi to the Renter at its own cost.
d. At the conclusion of the duration identified in paragraph 2, the Renter will return Obi to Desin, LLC at Renter’s own cost and in good working condition.

10. Damages to Obi
a. If Obi is damaged, has stopped working, or is not working properly, other than through normal wear and tear or a manufacturing defect, Renter will be responsible for the cost of repair, including parts and labor.
b. Cause of damage and the costs of related repairs will be determined solely by Desin, LLC.

11. Notices
a. All notice will be in writing and will be provided to the parties which are signatories to the agreement.
b. Notices may be delivered by: Certified mail; Courier; Acknowledged email

12. Use of Equipment
a. Renter agrees to use Obi for its intended purpose as specified in the User’s Manual.

13. Entire Agreement
a. This is the entire agreement between the parties. It replaces and supersedes any and all other related agreements between the parties.

14. Severability:
a. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Desin, LLC, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.

15. Disputes/Arbitration
a. This Agreement and any dispute regarding it shall be construed under the laws of the State of Michigan.
b. Exclusive jurisdiction and venue for any action arising between the parties with respect to this Agreement shall lie in the Courts of Oakland County, Michigan or in federal courts situated in the Eastern District of Michigan (Southern Division) if federal court jurisdiction is invoked.
c. In the event that a dispute that in any way arises under or relates to this Agreement, both parties agree to use their best efforts to resolve the dispute in an amicable way without the need for formal proceeding(s) filed with any court or administrative agency. In the event that the parties cannot amicably resolve their dispute, they agree to use binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association in the State of Michigan, County of Oakland pursuant to all applicable State of Michigan Statutes, as the final non-appealable adjudication of the dispute (including the arbitrability of the dispute) and agree that a final Judgment may be entered based on that adjudication. The parties agree that the arbitration required under this paragraph shall be governed by the terms outlined in the “Dispute Resolution” section of the Terms and Conditions for a purchase of an Obi found on Desin, LLC’s website, www.meetobi.com

16. Fees and Costs
a. Renter shall pay all reasonable attorney fees and any other fees and costs incurred by Desin, LLC as a result of Renter’s breach of this Agreement. Specifically, but without limitation, Renter agrees to pay Desin, LLC for any and all costs and fees (including reasonable attorney fees) incurred by Desin, LLC to protect its rights under this Agreement and to collect any outstanding amounts due by the Renter under this Agreement.

17. Limitation on Liability
a. RENTER AGREES THAT DESIN, LLC’S LIABILITY UNDER THIS AGREEMENT, IF ANY, IS LIMITED TO A REFUND THE AMOUNT PAID BY RENTER TO DESIN, LLC UNDER THIS AGREEMENT.
b. DESIN, LLC WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PAIN AND SUFFERING, OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, BUT ARE NOT LIMTED TO, LOSS OF USE, INCOME, OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).

Free Trial

1. Parties to the Agreement
a. Desin, LLC and the Trial Recipient agree to enter into a two-week trial arrangement.

2. Trial Duration
a. The Trial Period will start upon the delivery date of Obi to the Trial Recipient and will conclude two weeks (14 days) thereafter.
b. At the conclusion of the two-week Trial Period, the Trial Recipient: i. will enter into a Purchase, Rental or Lease arrangement with Desin, LLC ii. or will return Obi in good working condition to Desin, LLC at Trial Recipient’s own cost

3. Acknowledgements
a. Trial Recipient acknowledges that Obi has been received in an undamaged working condition.
b. Trial Recipient acknowledges that Obi is a delicate electronic robotic device and will treat it with due care and concern.
c. Trial Recipient acknowledges that they have received a User’s Manual and that Trial Recipient has read and understood its contents.
d. Obi Trial Recipient acknowledges that Desin, LLC encourages Obi Trial Recipient to purchase insurance to cover the loss of or damage to Obi.
e. Obi Trial Recipient acknowledges that the value of Obi is $5,950.

4. Use of Equipment
a. Obi Trial Recipient agrees to use Obi for its intended purpose as specified in the User’s Manual.

5. Security Deposit
a. The Obi Trial Recipient shall provide valid credit card information as security for the return of OBI.
b. In the event that Obi is not returned at the end of the trial period, the credit card will be charged for the full value of Obi as stated in section 3 Acknowledgements above.
c. The security deposit may be used to pay for the repair damages to Obi other than normal wear and tear.

6. Serviceability.
a. Obi Trial Recipient will use, maintain, and care for Obi consistent with instructions in the User’s Manual.
b. If, for any reason, Obi is not working properly or has stopped working, the Trial Recipient will immediately contact Desin, LLC to report the problem and attempt to resolve the problem.
c. If the problem with Obi cannot be resolved and is as a result of a manufacturing defect, Obi Trial Recipient will return the defective unit to Desin, LLC at Desin’s cost.

7. Damages to Obi
a. If Obi is damaged, has stopped working, or is not working properly, other than through normal wear and tear or a manufacturing defect, Trial Recipient will be responsible for the cost of repair, including parts and labor. Cause of damage and the costs of related repairs will be determined solely by Desin, LLC. Such costs will be charged to Trial Recipients credit card or will be paid by the Trial Recipient by other means.

8. Entire Agreement
a. This is the entire agreement between the parties. It replaces and supersedes any and all other related agreements between the parties.

9. Severability:
a. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Desin, LLC, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.

10. Disputes/Arbitration
a. This Agreement and any dispute regarding it shall be construed under the laws of the State of Michigan.
b. Exclusive jurisdiction and venue for any action arising between the parties with respect to this Agreement shall lie in the Courts of Oakland County, Michigan or in federal courts situated in the Eastern District of Michigan (Southern Division) if federal court jurisdiction is invoked.
c. In the event that a dispute that in any way arises under or relates to this Agreement, both parties agree to use their best efforts to resolve the dispute in an amicable way without the need for formal proceeding(s) filed with any court or administrative agency. In the event that the parties cannot amicably resolve their dispute, they agree to use binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association in the State of Michigan, County of Oakland pursuant to all applicable State of Michigan Statutes, as the final non-appealable adjudication of the dispute (including the arbitrability of the dispute) and agree that a final Judgment may be entered based on that adjudication. The parties agree that the arbitration required under this paragraph shall be governed by the terms outlined in the “Dispute Resolution” section of the Terms and Conditions found on Desin, LLC’s website, www.meetobi.com

11. Fees and Costs
a. Trial Recipient shall pay all reasonable attorney fees and any other fees and costs incurred by Desin, LLC as a result of Trial Recipient’s breach of this Agreement. Specifically, but without limitation, Trial Recipient agrees to pay Desin, LLC for any and all costs and fees (including reasonable attorney fees) incurred by Desin, LLC to protect its rights under this Agreement and to collect any outstanding amounts due from Trial Recipient under this Agreement.

12. Limitation on Liability
a. OBI TRIAL RECIPIENT AGREES THAT DESIN, LLC’S LIABILITY UNDER THIS AGREEMENT, IF ANY, IS LIMITED TO A REFUND OF ANY AMOUNTS PAID BY TRIAL RECIPIENT TO DESIN, LLC UNDER THIS AGREEMENT.
b. DESIN, LLC WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PAIN AND SUFFERING, OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, BUT ARE NOT LIMTED TO, LOSS OF USE, INCOME, OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).

Terms and Conditions

1. Acceptance:  All Purchase Orders (as defined below) or other proposed agreements for the sale of goods (“Goods”) by DESiN LLC (“DESiN”) are subject to acceptance, in writing, by DESiN and are not binding on DESiN unless so accepted. These Standard Terms and Conditions (“Standard Terms of Sale”) are applicable to all purchase orders, quotations, schedules or ancillary agreements concerning the sale of Goods, of any nature (collectively, the “Purchase Order”), and are the only terms and conditions that apply to the sale of DESiN’s Goods, except those specifically set forth in any Purchase Order and accepted in writing by DESiN. Any term or condition or standard of performance different from or in addition to these Standard Terms of Sale, whether set forth on the Purchase Order or otherwise proposed by Customer, must be agreed to, in writing, by DESiN in advance, and in the event of any conflict or inconsistency, between these Standard Terms of Sale and any Purchase Order or other document proposed by Customer, these Standard Terms and Conditions will control. Customer agrees that Customer’s submission of a Purchase Order to DESiN or Customer’s acceptance of any Goods provided by DESiN shall constitute Customer’s irrevocable acceptance of these Standard Terms of Sale.

2. Prices:  Prices for the Goods set forth in the Purchase Order, unless otherwise stated in writing, do not include taxes, as set forth in these Standard Terms and Conditions, transportation or shipping charges, special packaging or other services unless otherwise set forth in the Purchase Order. Prices are all quoted in denominations of United States’ Dollars.  The price for custom items not otherwise available for sale will be quoted by DESiN on a job-by-job basis.  DESiN reserves the right to correct any error in prices.

3. Terms of Payment:  Unless otherwise specified in writing, payment shall be received by DESiN prior to any shipment of any Goods.  Payment shall be made in denominations of United States currency. 

4. Customer Inspection:  Upon Customer’s receipt of shipment, Customer shall immediately inspect the Goods.  Unless Customer provides DESiN with written notice of any claim for shortages of or patent defects in the Goods within five (5) days after receipt of shipment, such Goods shall be deemed finally inspected, checked and accepted by Customer and in full compliance with these Standard Terms of Sale.

5. Delivery/Packaging:

a. DESiN shall use reasonable commercial efforts to make delivery of Goods or perform services within the time requested on Customer’s Purchase Order.  DESiN shall use its own discretion in choice of carrier and method of packing.  DESiN has no obligation to obtain insurance for Customer covering Goods in transit to Customer.

b. Prices stated are based on DESiN’s standard packaging.  Packaging will be standard commercial packaging and acceptable to the commercial carrier.

6. Cancellation and Returns:  Only unopened and unused Goods can be returned to DESiN for a refund of the Customer’s purchase price, provided Customer returns such Goods to DESiN within 14 days after the date of shipment to Customer.  All returns must be postmarked by the fourteenth day.  Customer is responsible for all shipping costs to return any Goods.  Prior to issuing any refund, DESiN reserves the right to inspect all returned Goods to determine whether such Goods remain unopened and unused.  No other returns of Goods shall be accepted without the prior written approval of DESiN.  DESiN may exclude special orders from this 14-day return policy if done so in writing prior to accepting Customer’s order.

7. Force Majeure:  DESiN will not be liable or otherwise responsible for any damage, loss, fault, or expenses arising out of delays in manufacturing, shipment or other non-performance of any Purchase Order caused or imposed by:  strikes, fires, disasters, riots, acts of nature; intervention of government, war or threat of war, acts of terrorism, conditions similar to war, sanctions, blockades, embargoes; acts of Customer; shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities; governmental action, subcontractor delay or any other cause, condition or circumstance beyond DESiN’s reasonable control (collectively, “Force Majeure”).  If there is a delay or nonperformance due to Force Majeure, then DESiN may, at its option, and without liability, revoke all or any portions of its acceptance of Customer’s Purchase Order and/or extend any date upon which any performance thereunder is due.

8. Limited Warranty/Disclaimer of Warranties: The parties expressly agree that Customer’s sole and exclusive remedy against DESiN shall be for the repair and replacement of defective Goods as provided herein.  THE WARRANTIES SET FORTH BELOW ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  NO AFFIRMATION OF DESiN, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THIS SECTION, NOR ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, MADE BY DESiN TO CONSUMER PURCHASERS OF THE GOODS SHALL CONSTITUTE A WARRANTY HEREUNDER.  DESiN’s warranty does not apply to any Goods that have been subjected to misuse, mishandling, misapplication, neglect (including but not limited to improper maintenance), accident, improper installation, modification (including but not limited to use of unauthorized parts or attachments), or adjustment or repair performed by anyone other than DESiN or one of DESiN’s authorized agents.  In no event shall DESiN be responsible for the quality or performance of any goods manufactured by other parties; such Goods shall carry only the warranty of the manufacturer.

Except as otherwise set forth below, any claim by Customer with reference to the Goods sold pursuant to the Purchase Order shall be deemed waived by the Customer unless submitted in writing to DESiN within the earlier of (i) five (5) days following the date Customer discovered, or by reasonable inspection should have discovered, any claimed breach of the foregoing warranty, or (ii) thirty (30) days following the date of shipment.  Any legal dispute for breach of the foregoing warranty shall be initiated within one (1) year from the date the alleged breach was discovered or should have been discovered, whichever occurs first.

Subject to the provisions of these Standard Terms of Sale, the Limited Warranty that applies to all Goods sold is as follows:

LIMITED WARRANTY

DESiN LLC (“DESiN”) guarantees, subject to the terms below, that if your Obi is verified to be defective in material or workmanship at the time of delivery, DESiN will, at its discretion, either: (i) repair Obi using new or refurbished parts or (ii) replace Obi with a new or refurbished device.

Term: This Limited Warranty expires 12 months from the date of shipment or after the first 400 hours of Obi’s usage, whichever occurs first.

Limitations: This Limited Warranty excludes spoons, plates, placemats, and switches. Spoons, plates, placemats, and switches are non-returnable once used. Only manufacturing defects of materials or workmanship are covered when Obi is used properly and maintained in accordance to all included instructions. This warranty is void if Obi is improperly handled, dropped, put in a microwave, or exposed to excessive liquid(s), etc. In addition, any attempt(s) to open or dismantle Obi, including the robotic arm or base assembly, will void this warranty. The warranty is limited to the initial purchaser of the Obi. The term of warranty identified above also operates to limit any implied warranties of merchantability or fitness under State law. Some States do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. DESiN LCC will not be liable for any incidental or consequential damages as a result of customer use. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Instructions: In order to obtain warranty service, deliver the Obi in either its original packaging or packaging with an equal degree of protection to the service center designated by an authorized DESiN representative. An intact serial number or UPC is required for warranty claims. Customer is responsible for all shipping and handling charges for the return of the Obi for warranty service. For information on how to obtain warranty service on your device,

Call DESiN LLC at
1-844-HELPOBI (435-7624)

Or email us at
HelpObi@DESiNCorp.com

Other Terms and Conditions/Legal Rights: This warranty is issued pursuant to the terms and conditions of sale entered into when you purchased your Obi, the provisions of which govern this Limited Warranty.    This Limited Warranty gives you specific legal rights, and you may also have other rights which vary from State to State.

Return Policy: If Obi does not work for you, Obi and it accessories, in undamaged condition, can be returned within 14 days for a full refund. Call 1-844-435-7624 or HelpObi@DESiNcorp.com for return details.

9. Limitation of Liability:  DESIN WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PAIN AND SUFFERING, OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER.  “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).

10. Safety Information:  DESiN has supplied or made available to Customer certain information relating to safety conditions and procedures concerning the Goods, and Customer acknowledges receipt thereof and further acknowledges that it has reviewed and understands same. Customer agrees to abide by all safety procedures and a warning provided by DESiN, and further agrees to use the Goods only in conformity with the instructions provided and the intended use(s) of the Goods.

11. Trademarks:  The purchase of Goods from DESiN does not entitle Customer to use, register, or otherwise identify Customer or its business with the name, trademark, service mark or other identity of DESiN or the name Obi or its likeness without express written permission from DESiN.  All such marks and goodwill associated with such marks remain the sole and exclusive property of DESiN.

12. Taxes:  Unless otherwise specifically provided on the face of any Purchase Order, the price for the Goods purchased does not include sales, use, excise or similar taxes, whether tariffs, duties, special assessments.  The amount of any such taxes, tariffs, duties and special assessments applicable to the Goods shall be paid by Customer in the same manner and with the same effect as if originally included in the purchase price.

13. Additional Charges:  If substitute or additional Goods, or repair parts, are purchased by Customer from DESiN, the provisions of these Standard Terms of Sale shall be applicable to such purchase, the same as if such substitute or additional Goods or repair parts had been originally purchased hereunder.

14. Entire Agreement:  These Standard Terms of Sale, together with the terms and conditions contained on the face side of DESiN’s invoice or quotation, constitute the entire agreement between DESiN and Customer with respect to the matters contained therein, and supersedes all prior oral or written representations, proposals, correspondence, discussions, negotiations and agreements.  No course of prior dealings, acceptance or acquiescence in a course of performance and no usage of the trade shall be relevant to supplement, explain or modify any terms contained herein.  All representations, promises, warranties or statements by an agent or employee of DESiN that differ in any way from the terms and conditions hereof shall be given no effect or force.  No waiver or alteration of terms herein, including any added or different terms identified on any invoice, quotation, or Purchase Order, shall be binding unless in writing signed by an executive officer of  DESiN.

15. Priority:  In the event of any inconsistency among the provisions in these Standard Terms of Sale or the Purchase Order, precedence shall be given first to these Standard Terms of Sale, and second, to the special terms and conditions contained on the face of the Purchase Order and accepted, in writing, by DESiN.

16. Governing Law:  The sale of Goods pursuant to the Purchase Order shall be subject to and construed in accordance with the laws of the State of Michigan, United States of America, applicable to contracts made and performed in the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan.  Exclusive jurisdiction and venue for any action arising between the parties with respect to the Goods shall lie in the Courts of Oakland County, Michigan or in federal courts situated in the Eastern District of Michigan (Southern Division) if federal court jurisdiction is invoked.  The parties irrevocably consent and submit to the personal jurisdiction of said courts and agree not to challenge or assert any defense to the exclusive jurisdiction and venue of said courts including, without limitation, forum non conveniens. Customer and DESiN agree that, notwithstanding these exclusive jurisdiction and venue provisions, the parties intend to be bound by the mandatory arbitration clause articulated in these Standard Terms of Sale.  The parties hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

17. Severability:  If any provision of these Standard Terms of Sale is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Customer and DESiN, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of these Standard Terms of Sale and the Purchase Order shall remain in full force and effect.

18. Non-Waiver:  No change, modification or waiver of any provision of these Standard Terms of Sale shall be valid or binding unless it is accepted in writing, by DESiN.  A waiver by either party of any breach or failure to enforce any term or condition of these Standard Terms of Sale shall not in any way affect, limit or waive such party’s right at any time to enforce strict compliance with that or any other term or condition of these Standard Terms of Sale.

19. Binding­­­/Non-Assignment:  This contract shall be binding upon and shall inure to the benefit of the successors, and permitted assigns of Customer and DESiN, provided, however, that Customer may not assign any portion of its rights or delegate any portion of its obligations hereunder or under any Purchase Order without in each instance obtaining DESiN’s prior written consent.  Any attempted assignment by Customer or assignment by Customer of this contract without DESiN’s prior written consent is void.

20. DESiN’s Performance Excused Upon Customer’s Breach:  In addition to the rights and remedies conferred upon DESiN by law or in equity, DESiN shall not be required to proceed with the fulfillment of any Purchase Order or the performance of any contract if Customer is in default in the performance of any order or contract with DESiN, and in cases of doubt as to Customer’s financial responsibility, shipments under this order may be suspended or sent sight draft with bill of lading attached by DESiN.  Additionally, in the case of subsequent orders or, in the case of open Purchase Orders, DESiN is not required to proceed with the fulfillment of any subsequent order or perform such open Purchase Order if Customer is in breach with regard to any prior fulfilled orders, including, without limitation, non-payment.

21. DISPUTE RESOLUTION:  Any controversy or claim arising out of or relating to the Goods, these Standard Terms of Sale, or any related agreement between Customer and DESiN shall be resolved in accordance with the following provisions:

a. The parties agree that this Section 21 covers all disputes of every kind relating to or arising out of these Standard Terms of Sale, the Purchase Order, the Goods, and any causes of action relating to the transactions contemplated by these Standard Terms of Sale, including but not limited to claims based on an allegation of fraud or misrepresentation, tort claims, and claims based on a federal or state statute.

b. Pre-Arbitration Procedure.  Any dispute shall be submitted to binding arbitration by notifying the other party in writing of the submission of such dispute(s) to arbitration (the “Arbitration Notice”).  The party delivering the Arbitration Notice shall specify therein, to the fullest extent then possible, its versions of the facts surrounding the dispute and the amount of any damages and/or the nature of any injunctive or other relief such party claims.  The party receiving such Arbitration Notice shall respond within sixty days after receipt thereof in writing (the “Arbitration Response”), stating its version of the facts to the fullest extent then possible and, if applicable, its position as to damages or other relief sought by the party initiating arbitration.  Upon delivery of the Arbitration Response, the parties shall endeavor, in good faith, to resolve the dispute outline in the Arbitration Notice and Arbitration Response.  In the event the parties are unable to resolve any such dispute within 60 days after receipt of the Arbitration Response, the parties shall initiate the arbitration procedure outlined below within ten business days.

c. Binding Arbitration – In the event the parties cannot resolve any dispute pursuant to the procedures identified above, the parties shall submit their dispute to binding arbitration using the following procedures:

i. The forum for the arbitration shall be Oakland County, Michigan (USA).

ii. The governing law for the arbitration shall be the laws of the State of Michigan, as more fully provided for in the “Governing Law” section of these Standard Terms of Sale.

iii. There shall be three arbitrators, unless the parties are able to agree on a single arbitrator. All arbitrators must be attorneys licensed to practice law in the State of Michigan.  In the absence of such an agreement within 10 days after the initiation of an arbitration proceeding, each party shall select one arbitrator, and those two arbitrators shall then select, within 10 days, a third arbitrator. If those two arbitrators are unable to select a third arbitrator within that 10-day period, a third arbitrator shall be appointed through the Arbitrator Selection Process facilitated through the American Arbitration Association.

iv. The decision in writing of at least two of the three arbitrators shall be final and binding on the parties.

v. The rules of arbitration shall be the Consumer Arbitration Rules of the American Arbitration Association, as modified by any other instructions that the parties have agreed to herein or may agree on at the time, except that each party shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the federal courts. If there is any conflict between those rules and the provisions of this Section 21, the provisions of this Section shall prevail.

vi. The arbitrators’ decision shall provide a reasoned basis for the resolution of each dispute and for any award. The arbitrators shall not have the power to award damages in connection with any dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential or punitive damages or award, pain and suffering, or any other damages that are excluded under the provisions of these Standard Terms of Sale.

vii. The arbitrators selected according to procedures set forth herein shall determine the arbitrability of any matter brought to them, and their decision shall be final and binding on the parties.

viii. Each party shall bear its own fees and expenses (including attorney fees) regarding the arbitration and any related proceeding, and the parties shall share equally the fees and expenses of the arbitrators.

ix. The arbitrators shall have power and authority to award any remedy or judgment that could be awarded by a court of law in the state of Michigan consistent with these Standard Terms of Sale.

x. Should any party refuse or neglect to appear or participate in the arbitration proceedings, including the procedures relating to the selection of the arbitrators, the participating party may select a single arbitrator and that arbitrator is empowered to decide the controversy in accordance with whatever evidence is presented.

xi. The award rendered by arbitration shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction in the United States.

Version: October, 2015

© 2016 Obi. All rights reserved.