Revised December 3, 2024
(Business-to-Business Transactions)
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 or supersede this Agreement unless signed in writing by an authorized officer of Supplier.
1. Orders and Acceptance
1.1 All quotations, invoices, sales orders, acknowledgments, and shipments are expressly conditioned on Customer’s 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’s written confirmation; (b) shipment; (c) Customer’s payment; (d) receipt or use of Products.
2. Prices and Payment
2.1 Prices are exclusive of taxes, duties, tariffs, and shipping unless stated otherwise.
2.2 Customer is responsible for all applicable sales tax, VAT, import fees, brokerage, and government assessments.
2.3 Invoices are due per stated payment terms; if no terms are listed, payment is due net 15 days from invoice date.
2.4 Past-due amounts accrue interest at 1.5% per month (or the highest rate allowed by law).
2.5 Supplier may suspend shipments and technical support if any amounts are past due.
2.6 Customer shall not withhold or offset payment for warranty or service disputes.
3. Delivery, Risk of Loss, and Title
3.1 All deliveries are FOB Supplier’s 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 for the Products. Until then, Supplier retains a secured interest and right of reclamation, including stoppage-in-transit.
3.4 Partial deliveries are permitted. All partial deliveries are billable.
4. Cancellations and Returns
4.1 Purchase orders are non-cancelable and non-refundable once accepted by Supplier.
4.2 Returns require written authorization and are subject to restocking fees.
4.3 Custom, modified, software-enabled, and configured-to-order Products are non-returnable.
5. Product Delivery & Use Terms — Intellectual Property & Use Restrictions
5.1 Ownership and Intellectual Property
All Products—hardware, software, firmware, designs, schematics, documentation, and related technology—are and remain the exclusive property of Supplier. Delivery does not transfer ownership, IP rights, or create a license except as expressly provided herein.
5.2 Permitted Use
Customer is granted a non-exclusive, non-transferable (except as permitted in Section 5.3), revocable right to use the Products solely in their original, unmodified form and solely for their intended purpose.
5.3 Authorized Resale, Incorporation, and End-User Transfer
Customer may:
a. incorporate unmodified Products into Customer’s finished goods;
b. resell unmodified Products standalone or within finished goods;
c. transfer Products to end-users.
Conditions:
• Customer may not grant broader rights than those contained here.
• All downstream recipients automatically take possession subject to this Agreement, whether or not they sign it.
• Resale or incorporation does not grant Customer or any recipient:
– rights to analyze, reverse engineer, modify, copy, emulate, or reproduce Products;
– rights to develop similar, interoperable, or competitive products;
– rights to access technical information beyond normal user operation.
Products must be represented and marketed as Supplier-origin components.
5.4 Prohibited Actions — No Reverse Engineering or Derivative Development
Customer shall not, and shall not permit others to:
• reverse engineer, decompile, disassemble, probe, scrape, scan, or analyze Products;
• access firmware, bootloaders, encryption, debug interfaces, or security;
• copy, emulate, or benchmark for competitive or sourcing purposes;
• develop derivative, competing, similar, interoperable, or pin-compatible devices;
• provide Products to any party for any prohibited purpose.
Intent is irrelevant. Prohibition applies regardless of whether done commercially, academically, experimentally, internally, or as a contingency plan.
5.5 Prohibited Commercialization
Customer shall not:
• manufacture or cause to be manufactured any derivative, compatible, or competing device;
• conceal Supplier as OEM in marketing or documentation;
• circumvent Supplier in a commercial opportunity introduced through use of the Products.
5.6 Confidentiality
Information learned from possession or use of Products—including internal examination—is Supplier Confidential Information. Customer shall limit access to only personnel necessary to permitted use.
5.7 Enforcement and Remedies
Breaches of Section 5:
• constitute irreparable harm;
• entitle Supplier to injunctive relief, seizure of derivative products, damages, attorneys’ fees, and investigative costs;
• immediately void all warranties, support, RMAs, NDAs, and future purchasing rights.
5.8 Survival
These restrictions survive indefinitely, including after resale, incorporation, or disposal of Products.
6. Limited Warranty
6.1 Supplier warrants that Products will be free from manufacturing defects for 12 months from shipment under normal intended use.
6.2 Warranty does not cover damage or failure caused by misuse, modification, improper installation, power irregularities, accidents, or reverse-engineering attempts.
6.3 Warranty is limited to repair or replacement at Supplier’s discretion.
6.4 Supplier has no obligation to provide support to any Customer in breach of Section 5.
7. Disclaimers
Except for the express warranty above:
• Products are provided “AS-IS” and without implied warranty, including merchantability, fitness for a particular purpose, and non-infringement;
• Software and firmware are provided without warranty;
• Supplier does not guarantee compatibility with third-party hardware or systems.
8. Limitation of Liability
To the fullest extent permitted by law:
• Supplier is not liable for indirect, incidental, consequential, punitive, or lost-profit damages;
• Total liability shall not exceed the amount actually paid for the specific Products giving rise to the claim.
9. Export Compliance
Customer shall comply with all U.S. export laws, including EAR/ITAR where applicable. Customer shall not resell Products to restricted entities or embargoed regions.
10. Governing Law and Venue
This Agreement is governed by the laws of the State of Ohio (USA) without regard to conflicts of law. Exclusive venue for disputes is federal or state courts in Ohio, and parties consent to jurisdiction.
11. Priority of Terms
This Agreement supersedes any conflicting terms in Customer POs or procurement portals. No modification is valid unless signed by an authorized officer of Supplier.
12. Entire Agreement
This Agreement forms the complete agreement between Supplier and Customer and may be accepted electronically or by conduct.
**13. Acceptance by Conduct
Customer accepts this Agreement in full by any of the following:
• issuing a purchase order;
• paying an invoice;
• receiving or accepting delivery;
• using, installing, or reselling Products;
• incorporating Products into Customer Products.