These Terms of Sale (the "Agreement") govern all sales of hardware, electronics, software, firmware, documentation, and related technology ("Products") by Tritium Studios LLC DBA Ewing Aerospace, DBA Tritium Electronics ("Supplier") to the purchasing party ("Customer"). No other terms, whether in a purchase order, procurement platform, email, or other document, modify this Agreement unless signed in writing by an authorized officer of Supplier.
1.1 All quotations, invoices, sales orders, acknowledgments, and shipments are subject to Customer acceptance of this Agreement.
1.2 Supplier may accept or reject any purchase order at its sole discretion.
1.3 Acceptance occurs upon the earliest of: (a) Supplier written confirmation, (b) shipment, (c) payment, or (d) Customer receipt or use of Products.
2.1 Prices are exclusive of taxes, duties, tariffs, and shipping unless stated otherwise.
2.2 Customer is responsible for all applicable taxes and import costs.
2.3 If not listed, payment terms are net 15 days from invoice date.
2.4 Past due amounts accrue interest at 1.5 percent per month or the maximum allowed by law.
2.5 Supplier may suspend shipments or support for unpaid invoices.
2.6 Customer may not delay or offset payment due to disputes or warranty issues.
3.1 Delivery is FOB Supplier facility unless stated otherwise.
3.2 Risk of loss transfers to Customer upon handoff to the carrier.
3.3 Title transfers only upon receipt of full payment. Supplier retains a security interest and right of reclamation until fully paid.
3.4 Partial shipments are allowed and are billable.
3.5 Delivery dates are estimates only and Supplier is not responsible for delays outside its control.
4.1 Once accepted by Supplier, purchase orders are non cancelable and non refundable unless Supplier agrees in writing.
4.2 Returns require Supplier authorization and an RMA.
4.3 Restocking fees may apply to approved returns.
4.4 Custom, modified, configured, or software enabled Products are non returnable.
All hardware, software, firmware, designs, schematics, documentation, and related technology remain the exclusive property of Supplier. Delivery does not transfer ownership, IP rights, or grant any license except as provided below.
Customer receives a non exclusive, non transferable (except as allowed in Section 5.3) and revocable license to use Products only in their original, unmodified form and only for their intended purpose.
Customer may:
Restrictions:
Products must always be represented as Supplier manufactured components.
Customer shall not, and shall not permit others to:
These restrictions apply regardless of intent, motive, or commercial outcome.
Information learned from operation or observation of the Products is Supplier Confidential Information.
Violations:
These IP and use restrictions survive indefinitely even after resale or disposal of the Products.
Warranty period is 12 months from shipment for defects in materials and workmanship.
Warranty does not cover damage caused by misuse, modifications, unsupported installations, or reverse engineering attempts.
Remedy is limited to repair, replacement, or credit, at Supplier discretion.
Except for the express limited warranty above, Products are provided "AS IS" with all implied warranties disclaimed, including merchantability, fitness for a particular purpose, and non infringement.
Supplier is not liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost business. Total liability for any claim is limited to the amount paid for the specific Products at issue.
Customer is responsible for compliance with export and import laws and may not export Products to restricted countries or entities.
This Agreement is governed by the laws of the State of Ohio, USA. Exclusive venue lies in state or federal courts located in Ohio.
These terms take precedence over any conflicting terms in Customer purchase orders or procurement forms, unless modified by a written amendment signed by an authorized officer of Supplier.
This Agreement represents the entire agreement between Supplier and Customer and supersedes prior proposals or discussions. Modifications must be in writing and signed by both parties.
Customer accepts this Agreement by any of the following actions:
BY ACCEPTING OR USING PRODUCTS, CUSTOMER AGREES TO BE BOUND BY THESE TERMS IN FULL.