Tripwireless Inc. – Standard Terms & Conditions

Address: 4941 Allison St., Suite 7, Arvada, CO 80002
Tel: 720.361.4990 | Fax: 484.971.0110 | Web: www.tripwireless.com

1. Acceptance
Seller’s commencement of work or shipment constitutes acceptance of these terms.
Customer’s order or acceptance of quotation/shipment constitutes acceptance of these terms.
Any additional or conflicting terms are expressly rejected unless agreed in writing by Tripwireless Inc.
2. Prices, Quotations, & Minimum Orders
Prices quoted are valid for 30 days unless otherwise stated.
Prices exclude freight, taxes, and fees.
Minimum order: $100 for new customers, $50 for established customers.
3. Payment Terms
Unless otherwise agreed in writing, all sales are prepaid.
Customer pays all applicable sales, use, and similar taxes, plus any bank fees.
Credit card transactions are subject to a 3.6% fee.
Overdue accounts accrue a 2.5% per month finance charge (30% annually) or the maximum legal
amount if lower.
Tripwireless Inc. may withhold shipments for past due balances.
Customer is liable for all fees, costs, and expenses incurred in collecting overdue balances, including
attorneys’ fees, collection agency fees, civil suit costs, and related expenses.
4. Inspection & Warranty
All goods are subject to inspection upon delivery.
Seller warrants goods are merchantable, free of defects, and compliant with specifications.
Tripwireless Inc.’s sales warranty applies per the quotation line item; remedies are limited to repair,
replacement, or refund.
Warranty excludes mishandling, misuse, improper installation, unauthorized repair, or use outside
specifications.
5. Freight, Delivery, & Risk of Loss
Freight terms: FCA Tripwireless Inc. warehouse or point of origin (per INCOTERMS 2012).
Delivery dates are estimates; Tripwireless Inc. is not liable for delays caused by force majeure.
Risk of loss passes to the buyer upon delivery to the carrier.
6. Cancellations & Returns
Order cancellations by Customer after acceptance are subject to a 25% restocking fee, unless waived in
writing.
Returns require a Return Material Authorization (RMA). Unauthorized returns will not be accepted.
Non-warranty returns must be unopened, in original packaging, and may incur a 25% restocking fee.
Warranty returns found “No Fault Found” may incur a restocking fee.
7. Indemnification & Patents
Seller indemnifies Tripwireless Inc. against losses, damages, claims, or expenses related to goods
supplied, including patent infringement.
Customer assumes responsibility for proper installation, operation, and maintenance of purchased
goods, indemnifying Tripwireless Inc. for related claims.
8. Defaults, Excusable Delays & Termination
Time is of the essence. Failure to perform may result in cancellation.
Delays beyond Seller’s reasonable control (acts of God, strikes, etc.) may excuse performance if timely
notice is provided.
Tripwireless Inc. may terminate orders for convenience or default.
9. Limitation of Liability
Tripwireless Inc. is not liable for anticipated profits, consequential, incidental, special, punitive, or
indirect damages.
In no case shall liability exceed the price of the goods giving rise to the claim.
10. Governing Law Disputes
These terms are governed by Colorado law.
Venue shall be the state courts of Colorado, unless otherwise agreed.
Parties waive jury trial rights to the extent permitted by law.
Claims must be commenced within two (2) years of the cause of action.
Purchase-side arbitration (Aurora, CO, JAMS) may apply when Tripwireless Inc. is the buyer.
11. Severability
If any provision is held invalid, the remaining provisions remain enforceable.
12. Entire Agreement
These Terms & Conditions, along with referenced purchase orders or quotations, constitute the entire
agreement.
Amendments must be in writing and signed by authorized representatives.