Triton Space Technologies Standard Terms and Conditions of Purchase & Sale
1. Acceptance
Any order to purchase products from Triton Space Technologies, LLC and its subsidiaries
(collectively “seller” or "Triton") will be in accordance with and expressly conditioned upon Buyer's assent to these Triton Standard Terms and Conditions notwithstanding any prior writing, usage of trade, course of dealing, or conflicting terms in the Buyer's order to the contrary. Buyer's standard Terms and Conditions are expressly rejected. Acceptance by Buyer of delivery constitutes Buyer's acceptance of these Triton Terms and Conditions.
2. Title
Title to the products purchased from Triton is to remain with Triton until the full purchase price is paid.
3. Shipments
All shipments are F.O.B. Woburn, MA, lncoterms 2010. All shipments must be completed within one (1) year from the date of order entry with a maximum of four (4) separate shipments. .
4. Modification or Cancellation of Orders
Triton will give consideration to any request of the Buyer for modification or cancellation of its order, but the order may not be modified or cancelled without the written consent of Triton. Cancellations may be accepted by Triton upon compensation for work or services in-process, including raw material, components and finished products. As appropriate, Buyer will reimburse Triton for unearned quantity discounts if quantities are reduced. Agreement by Triton to modify an order does not constitute an agreement to change these Terms and Conditions.
5. Changes to Delivery Schedule
Buyer may request changes to a delivery schedule and the request will be evaluated by Triton for feasibility and cost and may result in extra charges. Requests for delivery date changes after Triton has shipped may be subject to reinspection and restocking charges.
6. Quantity Variance
On all standard components, Triton reserves the right to ship (and invoice for) from +5% to -2% of the quantity ordered.
7. Terms of Payment
A separate invoice will be issued for each shipment. Non-Recurring Engineering Charges
(NRE), when applicable, will be invoiced at the time the order is entered. Subject to credit approval, all payments are due within 30 days of the invoice date. A discount of 0.5% is allowed for payment received within 10 days of invoice date. If any payment due hereunder is not made on the date that it is payable, in accordance with the terms hereof, Buyer agrees to pay all costs of collection, including without limitation, reasonable attorneys' fees and interest of 1.5% per month. The acceptance of late payments does not constitute a waiver of this paragraph on subsequent invoices.
8. Warranty
Triton warrants that all Triton products will be free from defect in workmanship and materials and that they conform to any applicable specifications agreed by Triton for a period of one year after delivery or Triton’s published life cycle for the product, whichever is less. Buyer is responsible for the proper design and fabrication of the systems in which Triton products are used. Should any Triton product not satisfy this warranty during the warranty period, Triton will promptly repair or replace it. The foregoing warranty is the sole and exclusive remedy for breach of Triton’s warranty. TRITON EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. The foregoing warranty shall apply only on the conditions that; Buyer purchased the items from Triton or a Triton Authorized Representative (as per Triton website), potential defects are reported to Triton in a timely manner, potentially defective items have been returned to Triton for analysis, Triton engineering has determined the items to be defective, and the items have not been subject to any modification or replication program (i.e. reverse engineering), either formal or informal, sponsored or supported by Buyer.
9. Limit of Liability. Triton’s maximum liability hereunder for any performance or nonperformance of its obligations shall not exceed the aggregate amount paid by Buyer for materials and services provided by Triton. FURTHER UNDER NO CIRCUMSTANCES SHALL TRITON BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE OF EQUIPMENT OR PROPERTY OR SIMILAR LOSSES, ARISING UNDER ANY THEORY OF LAW AND EVEN IF TRITON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES PRIOR TO ENTERING INTO THIS AGREEMENT.
10 . Non-Recurring Engineering Charges
Triton offers a range of off-the-shelf components to help designers find the solution to their problems. For a non-standard component, Triton is pleased to design and manufacture variations to our standard components on a prototype basis and for future production.
Our policy for Specially Fabricated Parts is as follows:
· At the time an order is placed, a Non-Recurring Engineering (NRE) charge will be billed to the Buyer. This charge is including the partial costs of design, manufacturing, testing, associated drawings, tooling, manufacturing procedures, and other expenses necessary for development of a special component.
· The design of this special part, as well as all patents, drawings and tooling, will be the exclusive property of Triton.
· Changes in the original part specification could result in extra charges.
11. Proprietary Rights
Triton retains all ownership, intellectual property, proprietary rights and the exclusive right to manufacture Triton products. Unlimited rights, as described in DFARS 252.227-7013(a), are not transferred to the Buyer. Buyer agrees not to use Triton's proprietary information, including without limitation drawings and specifications, to replicate or cause a third party to replicate Triton products.
12. Returns
No returns will be accepted without Triton's authorization. On return for reasons other than damage or defect, a 25% re-inspection and restocking charge is applicable. No credit will be allowed for any returns which have been altered or defaced in any way. Returned parts must be unopened in their original package. Buyer has no right of setoff for returned products unless credit is issued by Triton.
13. Pricing
Triton prices are held firm for shipments that occur within one (1) year of order entry. Quoted prices are valid for 30 days from quote.
14. Delivery Dates
Triton will attempt to meet Buyer delivery date requirements within quoted lead times. Due to the proprietary nature and high-quality specifications of our products, forces beyond Triton's control may negatively affect availability of products for shipment. Accordingly, Triton does not accept any responsibility for claims of damages due to late delivery. Additionally, Buyer's bankruptcy or failure to abide by credit terms will result in held shipments. In cases where Triton has agreed to access Buyer's website for order management, Triton expressly rejects any Buyer Terms and Conditions attempted to be imposed in the process of obtaining or utilizing sign on privileges or passwords. Agreement by Triton to access Buyer website and or participate in other order management systems may result in appropriate fees as determined by Triton.
15. Drawings and Certifications
Triton standard products are manufactured in accordance with engineering drawings, specifications and processes that are defined and selected by Triton. Triton is not obligated to verify that standard products are in accordance with any customer specifications, drawings, or part numbers issued or referenced by other parties. Purchase Orders for standard Triton parts must call out the Triton part number (P/N), and not the Buyer's P/N as the governing P/N for the transaction. In the case of Purchase Orders for special Triton parts, the PO may call out both the Triton P/N and the Buyer's P/N but Triton certificates of conformance will be limited to the Triton P/N and Triton will only review specifications for Buyer P/N to confirm the Triton P/N conforms on major features of the Buyer part. For parts designed specifically for an application or if Buyer references their part number on their purchase order for such specialty parts, Buyer will supply all required drawings and documentation in a timely manner. Lead times do not begin until Buyer has completed this process.
16. Website Drawings
The dimensions and configurations on The Triton website are for reference purposes only and may be updated at any time. Current inspection drawings are available from Triton Engineering Department.
17. Default
The occurrence of any of the following events shall constitute a default:
A. Failure to pay Triton when due any amount payable for any liabilities of the Buyer;
B. Any statement, representation or warranty made herein or any related writing including credit information at any time furnished by the Buyer to Triton that is false or breached in any material respect;
C. Buyer fails to observe or perform any covenant or agreement;
D. Buyer, or a third party upon Buyer's behalf, undertakes any effort to replicate, redesign, reverse engineer or manufacture any item using Triton's proprietary information or Triton's product itself.
E. Buyer becomes insolvent or commits any act of bankruptcy or makes a general assignment for the benefit of creditors, or if any proceeding is instituted by or against it for any relief under any bankruptcy or insolvency laws, or if a receiver is appointed for or a writ or order of attachment of government is made or issued against or if any proceeding or procedure is commenced or any remedy supplementary to or in enforcement of a judgment is employed against or with respect to any property of Buyer; or
F. Termination or suspension of transaction of the usual business of the Buyer.
18. Remedies Upon Default
If Buyer fails to perform as specified herein, or if any event of default as defined in the foregoing paragraph shall occur, Triton may at its option deem the order cancelled, cease further work on the products sold hereunder and Buyer shall upon written notice by Triton, immediately pay Triton the measure of damages set forth in the paragraph hereof entitled "Modification or Cancellation of Orders."
19. Waivers of or Modifications to Terms and Conditions
Modification of Terms and Conditions can only be authorized, in writing, by an officer of Triton. Any agreed upon waiver does not constitute ongoing acceptance of the waiver unless specifically requested and agreed to.
20. Entire Agreement
These Terms and Conditions are the sole and entire Terms and Conditions governing transactions between Triton and Buyer. Any purchasing Terms and Conditions issued by Buyer are not applicable and expressly rejected by Triton, unless accepted in accordance with the paragraph labeled Waivers of or Modifications to Terms and Conditions.
21. No Assignment
Buyer cannot assign its rights hereunder to any third party.
22. Severability
If any provision or provisions of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
23. Disputes
Triton and Buyer consent to the application of Delaware law and the exclusive jurisdiction of the state and federal courts of the State of Delaware for the purpose of any suit, action or other proceeding (including appeals) arising from any dispute relating to the purchase or use of Triton products.
24. U.S. Export Compliance
Buyer and seller (Triton Space Technologies, LLC) shall comply with the laws and regulations of the United States of America (USA) relating to exports and foreign transactions, including but not limited to: the International Traffic In Arms Regulations (22 CFR, parts 120-130) and the Export Administration Regulations (15 CFR, parts 730-774). Buyer agrees to hold seller harmless due to Buyer's breach of such obligation.