“Edge Autonomy” means Edge Autonomy Operations, LLC and all subsidiaries and locations.

“Purchaser” means the person, firm, corporation, or Government executing the Order with Edge Autonomy who will furnish the product.

“Order” means the instrument of contracting, including Edge Autonomy’s purchase order form, invoices and all referenced documents, attachments, and amendments.

9.1 Orders for delivery to Purchasers must be fully prepaid in US dollars or, Euros unless specified differently in the formal quotation. Edge Autonomy only accepts bank wire transfers or ACH.

9.2 The Purchaser shall pay any sales or use tax imposed by a sovereign government, state, or local government, which results from the sale of the “System.”

10.1.  Octopus ISR Series. Edge Autonomy warrants Octopus ISR series products to meet or exceed the stated specifications, and to be free from defects in material or workmanship. This warranty shall be valid for one (1) year or Five Hundred  (500) hours of powered use (as measured by an internal timer), whichever occurs first, in each case from the time of shipment, under normal use and service. All Octopus ISR series products should be installed and operated on a manufacturer-provided vibration isolator. Warranty shall not be applicable if the gimbal is operated hard mounted.

10.2.  UAV Products. Are warranted to be free from manufacturing defects and meet written specifications only. This warranty is valid for sixty (60) days from shipment date and is subject to the Return Policy set forth in these Terms and Conditions.

11.1. Purchaser accepts all responsibility for damage and loss caused during the operation of the product. Parts and/or Goods damaged during operation will not be covered by the warranty unless such damage was caused by a manufacturing defect of such Parts and/or Goods by Edge Autonomy. Any flight incident or accident must be reported within 72 hours by Purchaser on an Edge Autonomy incident reporting form and provided together with the requested telemetry files and video files (if applicable) and any other information mentioned in the Edge Autonomy incident reporting form and related to that incident. If the report and information are not provided within the required time Edge Autonomy may decline to provide Warranty service. In the event, Purchaser is found to have provided wrong or modified date, or in any other way information intended to deceive Edge Autonomy, then Edge Autonomy may decline to provide Warranty service.

11.2. Edge Autonomy will provide reasonable resources to investigate the incident or accident cause and provide the Purchaser with the feedback on the root cause of the accident.

11.3. Failure to provide valid telemetry files and requested documents within 72 hours of incident or accident automatically removes Edge Autonomy of any responsibility for the incident.

11.4. In case the incident or accident analysis requires more than five (5) hours of labor from Edge Autonomy, Purchaser agrees to pay for the additional labor at Edge Autonomy’s standard labor rate.

11.5. In case the incident or accident was caused by operator error, exceeding the operational limits, operator negligence, or failure to follow the procedures outlined in the product documentation, Purchaser agrees to pay for the investigation at manufacturer’s standard labor rate plus any additional expenses such as engineering tests, flight tests, and engine tests.

11.6. Regardless of the root cause of the incident or accident in case the product needs to be sent to Edge Autonomy for the investigation, Purchaser agrees to cover all expenses of shipping the product to Edge Autonomy and from Edge Autonomy. Purchaser also agrees to pay for any packaging expense.

11.7. This warranty does not extend to any product if found that Purchaser did not follow Edge Autonomy’s operational and maintenance manuals, which caused or may have caused the incident or accident. Such procedures and manuals include, but are not limited to, maintenance manuals, operating manuals, operator qualifications, and training procedures.

11.8. Edge Autonomy’s obligations, with respect to such applicable warranty returns, are limited to repair, replacement, or refund of the purchase price actually paid for the product, at Edge Autonomy’s sole option. Please refer to Return Policy for the applicable return procedure.

11.9. Edge Autonomy shall pay for return shipping costs of items returned under Warranty. If Edge Autonomy determines that the returned items are not eligible for warranty repair, then Purchaser shall be responsible for all shipping costs and all costs of test, evaluation, repairs necessary to complete test and evaluation, and repair or replacement. In case Purchaser would like to expedite the delivery of the items returned under Warranty, Purchaser agrees to pay the difference between the standard and expedited methods.

11.10. Repaired or replaced items shall be warranted for a period which is the greater of either (1) 90 days or (2) the unexpired portion of the original warranty period as of the date of notice to Edge Autonomy of the warranty failure. This warranty does not extend to any product which has been subjected to misuse, abuse, neglect, accident, improper installation, improper operation, use, operation, or exposure to conditions in violation of instructions furnished by Edge Autonomy, or which has been repaired or altered by Purchaser or persons other than Edge Autonomy, or which has been subjected to improper voltages, environmental conditions beyond the item specified performance requirements, improper signals, excessive testing, lifetime testing, accelerated lifetime testing, any testing intended to test or evaluate the limits of the item’s lifetime, or testing or operation exceeding the item product specifications.

11.11.  No product shall be deemed defective by reason of normal wear and tear, the impact of Variables, or Purchaser’s failure to properly store, secure, install, operate, or maintain the products in accordance with good industry practices or specific recommendations or instructions of Edge Autonomy.

Please note: The specifications of a product may vary from the published specifications, depending on the application of specific factors, including but not limited to, installation methods, mounting and platform characteristics, and operator skills; other equipment used with the Goods; and environmental and actual climatic conditions (Variables).

12.1. Octopus ISR Products. If product is defective or did not meet Edge Autonomy stated specifications, Purchaser may return the product within 365 days of the shipping date and/or Two Hundred (200) hours of usage, whichever comes first. Prior to the return of the product, Purchaser must obtain a RETURN AUTHORIZATION NUMBER. No product will be processed without a RETURN AUTHORIZATION NUMBER. A Purchaser should then pack the product carefully and return it to Edge Autonomy, freight prepaid, together with an explanatory note and the RETURN AUTHORIZATION NUMBER. The returned product must be in the original package and free of any defect or damage caused by shipping. If Edge Autonomy finds that the product does not meet the specifications set forth herein, Edge Autonomy shall, at its sole option, either refund the purchase price, repair the defect, or replace the product. If Edge Autonomy determines the returned product meets the specifications set forth herein, the product shall be returned to Purchaser, after which Purchaser shall pay all associated expenses, including labor, administrative expenses, shipping, packaging, and handling expenses.

12.2. UAV Products and Subcomponents (Excluding Penguin B). Shall not be returned unless they do not meet Purchaser’s specifications or contain a manufacturing defect. If the product is defective or did not meet the Purchaser’s specifications, Purchaser may return the product within 365 days of shipping date and/or Three Hundred (300) hours of usage, whichever comes first. Prior to the return of the product, Purchaser must obtain a RETURN AUTHORIZATION NUMBER. No product will be processed without a RETURN AUTHORIZATION NUMBER. Purchaser should then pack the product carefully and return it to Edge Autonomy, freight prepaid, together with an explanatory note and the RETURN AUTHORIZATION NUMBER. The returned product must be in the original package and free of any defect or damage caused by shipping. If upon receipt of the product Edge Autonomy determines the product did not meet Purchaser’s specifications or is not free from defect, Edge Autonomy shall, at its sole option, either refund the purchase price, repair the defect, or replace the product.

12.3. Penguin B. Shall not be returned unless they do not meet Purchaser’s specifications or contain a manufacturing defect. If product is defective or did not meet the Purchaser’s specifications, Purchaser may return the product within sixty (60) days of shipping date. Prior to the return of the product, Purchaser must obtain a RETURN AUTHORIZATION NUMBER. No product will be processed without a RETURN AUTHORIZATION NUMBER. Purchaser should then pack the product carefully and return it to Edge Autonomy, freight prepaid, together with an explanatory note and the RETURN AUTHORIZATION NUMBER. The returned product must be in the original package and free of any defect or damage caused by shipping. If, upon receipt of the product, Edge Autonomy determines the product did not meet Purchaser’s specifications or is not free from defect, Edge Autonomy shall, at its sole option, either refund the purchase price, repair the defect, or replace the product.

Cancellation Request: A Customer must submit a written cancellation request to cancel an order after it has been placed but before it has been delivered. This can be done via email, letter, or any other written communication method agreed upon by Edge Autonomy.

Timelines and Fees: Any order canceled within 5 days from the order date will be processed without any additional charges. However, orders canceled 5 days or more after the order date will be subject to a restocking fee of 20 percent of the order value.

Refund Process: Once a cancellation request has been received and approved, a refund, minus any applicable restocking fees, will be processed. The refund will be applied to the original method of payment used for the purchase. The processing time may vary depending on the payment method and bank involved.

Exceptions: Where the product has been shipped or is in transit, additional shipping or handling charges may apply and will be deducted from the refund amount.

15.1. Edge Autonomy shall retain all rights to technical data and information, whether patentable or not, arising out of or evolving as a result of the manufacture of products meeting Purchaser’s specifications. Purchaser agrees not to assert against Edge Autonomy any patent rights the scope of which is included within the manufacture of products delivered hereunder by Edge Autonomy, and which relate to an invention made by or for Purchaser on a date subsequent to the date of delivery of the product to Purchaser. Purchaser warrants that the use of any product purchased from Edge Autonomy shall not infringe on the proprietary rights of third parties.

15.2. Prohibitions: Purchaser is hereby and  without limitation, prohibited from (a) manufacture or enable manufacture by itself or any third party of the products or parts thereof, products similar thereto, or products derived therefrom; (b) decompile, dissemble, decode, reproduce, redesign, or reverse engineer any samples, prototypes, software, data interfaces, products, equipment or other tangible objects or any part thereof provided hereunder; (c) perform any services relating to the products or equipment purchased; (d) apply for any patents or copyright registrations containing the Proprietary Information to design, manufacture, repair or overhaul products, or parts therefor, to reverse engineer such products or parts, to compare such products or parts to those other than Edge Autonomy’s  or to design  products or parts similar to Edge Autonomy’s or to obtain FAA Parts Manufacturer Approval or other governmental approval to manufacture such products or parts, without Edge Autonomy’s expressed, prior written consent.

15.3. No Modification. Purchaser shall not modify, enhance, or otherwise create derivative works of the product or related subsystems, assemblies or subcomponents not expressly provided for in the product manuals and interface control documents, without prior written approval of Edge Autonomy.

16.1. Edge Autonomy shall not be liable for consequential (to include lost profits and business interruption), incidental, special, or punitive/exemplary damages alleged to arise from, or relate to the deliverables and/or this contract however or whenever caused. Edge Autonomy’s cumulative liability (if any) to Purchaser for all claims of direct damage of any kind resulting from Edge Autonomy’s performance or breach of this contract or from the deliverables furnished hereunder, including any reprocurement costs incurred as a result of a default, shall not exceed the price of this Contract.

16.2. Purchaser shall be solely responsible for the operation of the product in accordance with federal, state, or local laws and regulations related to the UAV system’s flight rules and regulations.

Notice To Edge Autonomy: Stefanie Polk     Notice to Purchaser:
Edge Autonomy                                                                     
Mobile: +1 (256) 361-6926                           Phone: ___________
Email: [email protected]                    Email: ___________

24.1.  Neither Edge Autonomy nor Purchaser shall be liable for a failure or delay in performing its obligations hereunder, or for any loss or damage resulting therefrom, due to any cause beyond their commercially reasonable control and without their fault or negligence which cause or prevents a Party from performing its obligations under the Order or results in the inability of a Party to perform its obligations under the Order. Such causes include, but are not limited to:

(i)  acts of God, war, riot, embargos, acts of civil or military authorities, fire, flood, epidemics, terrorism, quarantine restrictions, freight embargoes, or unusually severe weather affecting either party; or

(ii)  similar causes beyond their commercially reasonable control and which are not foreseeable or causes beyond the commercially reasonable control of their subcontractors which are not foreseeable.

24.2. The Party whose performance is so affected shall notify the other Party in writing within ten (10) days after the beginning of any such cause(s). In all cases, the Parties shall use reasonable efforts to avoid or minimize all such failures or delay in performing their obligations hereunder.