TERMS & CONDITIONS
1. Definitions. The headings used herein are for convenience only and shall not define, limit, or describe the scope or the intent of the Order.
“Edge Autonomy” means Edge Autonomy Holdings, 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.
2. Acceptance. Edge Autonomy accepts orders only from a written Purchase Order specifying the Edge Autonomy part numbers or full details of any special requirements. Each Purchase Order should have a reference number for the valid quotation issued by Edge Autonomy. All orders are subject to written acceptance by Edge Autonomy. Submission of a signed Purchase Order shall constitute acceptance of Edge Autonomy Terms and Conditions, set forth herein and in any Quotation provided by Edge Autonomy. These Terms and Conditions shall supersede any inconsistent provisions contained on the Purchase Order. The Order is transferred to production only after the payment is received as per agreed prepayment conditions.
3. Product Specifications. The specifications provided on the Edge Autonomy website, literature, or in any written quotations are intended to be accurate. However, Edge Autonomy reserves the right to change specifications and makes no claim about the suitability of its products for any intended.
4. Web Manuals. All web manuals are considered valid for five years from the purchase date of the product.
5. Purchaser’s Property. If the Purchase Order includes work to be done on property or material supplied by Purchaser, Edge Autonomy shall not be liable for any loss or damage to Purchaser’s property during Edge Autonomy’s manufacturing process, unless the loss or damage was the result of the negligence or other willful act on the part of Edge
6. Pricing. Published prices are subject to change without notice. Failure to object to the price change of an order after notice shall be deemed to be acceptance of the price change. Prices are EXW Edge Autonomy locations and do not include freight, duty and insurance fees and export licenses if required. Prices quoted are exclusive of, and Purchaser agrees to pay, any state or local excise, sales, use, VAT, personal property or any other tax. Prices quoted are held for 30 days unless quoted otherwise.
7. Minimum Order. $1,000.00
8. Delivery. Items in stock will be shipped within 10-15 business days from receipt of payment. For items not in stock, an estimated delivery date will be specified upon acceptance of the order. After acceptance of an order, Edge Autonomy will provide an estimated delivery date and will use its best efforts to meet the estimated delivery date. Delivery dates are subject to change if property or material to be supplied by the Purchaser does not arrive by the date mutually agreed to by the parties. Edge Autonomy will notify Purchaser of any anticipated delay in delivery. Edge Autonomy reserves the right to ship ahead or reschedule unless the Purchaser specifies otherwise.
9. Shipping Terms. Insurance. Edge Autonomy assures proper packaging and will ship by any method selected by Edge Autonomy unless otherwise specified in Purchaser’s Purchase Order. Shipping and handling charges are the responsibility of the Purchaser. Edge Autonomy shipping terms are EXW (EX Works). Any insurance requested shall be prepaid by Purchaser or added to Purchaser’s invoice. Edge Autonomy shall not be liable for loss or damage to the goods after delivery of the product to a common carrier.
10. Terms of Payment.
10.1 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.
10.2 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”.
11. Warranties. Equipment warranty is applicable only when operated and maintained by Edge Autonomy certified operators. All warranties apply only to the first end-user of the product. This warranty applies only to hardware products manufactured by or for Edge Autonomy that can be identified by the Edge Autonomy’s trademark, trade name, serial number, or logo affixed to them. The warranty does not apply to any non-Edge Autonomy hardware products or any third-party software, even if packaged, integrated with, or sold with Edge Autonomy hardware. In some cases, manufacturers, suppliers, or publishers, other than Edge Autonomy (“third-party providers”) may provide warranties to the end-user purchasers.
11.1. Epsilon Series. Edge Autonomy warrants Epsilon 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 One Thousand (1,000) 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 Epsilon 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.
11.2. 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.
12. The following provisions are applicable :
12.1. 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 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 accident reporting form and related to that accident. 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.
12.2. Edge Autonomy will provide reasonable resources to investigate the accident cause and provide the Purchaser with the feedback on the root cause of the accident
12.3. Failure to provide valid telemetry files and requested documents automatically removes Edge Autonomy of any responsibility for the incident.
12.4. 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.
12.5. 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.
12.6. 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.
12.7. 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.
12.8. 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.
12.9. 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.
12.10. 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.
12.11. 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).
13. Return Policy.
13.1. Epsilon Products. If Purchaser believes that a product is defective or did not meet Edge Autonomy stated specifications, Purchaser may return the product within 30 days of the 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. 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.
13.2. UAV Products. Shall not be returned unless they do not meet Purchaser’s specifications or contain a manufacturing defect. If Purchaser believes that a product is defective or did not meet the Purchaser’s specifications, Purchaser may return the product within 30 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.
14. Support Services. Nothing in these Terms and Conditions shall be construed as requiring Edge Autonomy to provide support services to Purchaser. Edge Autonomy shall provide support services to Purchaser in accordance with a separate agreement.
15. Proprietary Rights.
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. Limitation of Liability.
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.
17. Disputes. Any dispute arising out of the Order shall be submitted in writing for resolution to Purchaser and Edge Autonomy’s ascending levels of management up to the executive level. If the parties are unable to settle the dispute within 60 calendar days, or as agreed by Purchaser and Edge Autonomy in writing, either party may submit the dispute to a court of competent jurisdiction in accordance within the terms of this agreement.
18. All notices and requests required or authorized under this Agreement shall be given in writing by certified mail, return receipt requested. The date on which any such notice is received by the addressee shall be deemed the date of notice.
Notice To Edge Autonomy: Notice to Purchaser:
Edge Autonomy `
Email: ` Email: ___________
19. Purchaser shall purchase and maintain full liability insurance for all products purchased from Edge Autonomy.
20. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
21. Attorney Fees. In the event any action is filed in relation to this Agreement, each party shall be responsible for his/her/its own attorney’s fees.
22. Waiver. Either party’s failure to enforce any provision of this Agreement against the other party shall not be construed as a waiver thereof so as to excuse the other party from future performance of that provision or any other provision.
23. Severability. The invalidity of any portion of the Agreement shall not affect the validity of the remaining portions thereof.
24. Force Majeure.
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.
25. Paragraph Headings. The headings to the paragraphs to this Agreement are solely for convenience and have no substantive effect on the Agreement nor are they to aid in the interpretation of the Agreement.
26. Entire Agreement. This Agreement constitutes the entire Agreement between the parties. No statements, promises, or inducements made by any party to this Agreement, or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. This Agreement may not be enlarged, modified, or altered except in writing signed by the parties.