Any person accessing this site or interacting with Triadi, Inc. agrees to the following:

Applicable Law
This contract shall be governed by and construed in accordance with the laws of the State of California, in Orange County.

Applicability of Terms and Conditions
The following terms and conditions form the basis for the offer from Triadi, Inc. (TRIADI), to sell its products/services (products) to Customers. Any modification to these terms and conditions by the Customer either implied or in writing as part of the Customer’s Purchase Order, is explicitly not binding unless authorized in writing from TRIADI. In case of any conflicts between the terms on the face of a TRIADI quotation and the terms and conditions set forth below, the terms on the face of the quotation shall control.

Customer Return Policies:
Please carefully inspect the merchandise immediately upon receipt. If any item does not meet your approval, simply return it to TRIADI within 10-days for a refund (less 15% restocking fee or full credit towards another purchase). Shipping & handling, and COD charges are non-refundable. Return shipping and insurance costs are the responsibility of the Customer. No returned parcels will be accepted freight collect or COD. TRIADI is not responsible for returned merchandise that is damaged in shipping.

You must contact TRIADI for a return material authorization number (RMA). Without this number, returned merchandise will be refused. This number must appear on the outside of the returned box. Be sure to enclose a copy of your original invoice with your returned merchandise. All items returned for exchange or refund must be new and unused and must include the original packaging, manual and all accessories.

Refunds or credits will be adjusted accordingly in the event items are missing or damaged. Items received by TRIADI which have been damaged as a result of inadequate packaging, neglect, (i.e. cracked housing, cracked optics, stripped thumb screws, etc.) will be returned to the Customer.

TRIADI reserves the right to refuse the merchandise, re-ship the merchandise to the Customer, or charge a 25% restocking fee under the following conditions:

• The merchandise was received by TRIADI after the 10-day trial period. The 10-day period begins once the merchandise is received by or for the Customer from the shipping carrier till the time that TRIADI receives the merchandise back at its facilities.
• The return material authorization number (RMA) was not visible on the outside of the box.
• The merchandise was incomplete, damaged, used or scratched.
• The original invoice was not included.
• The merchandise was ordered by credit card and order was canceled after the credit card was processed.
• The merchandise was ordered but delivery was refused by or for the Customer.

Privacy Policy
TRIADI maintains the privacy and security of its Customers and their personal information. TRIADI does not and will not sell, release or give away any of its Customer’s information including Customer name, address, phone number, email address, credit card information and/or purchases made.

TRIADI only uses personal information from its Customers to complete the transaction and to verify the validity of the purchase and associated credit card charge being made. TRIADI may, periodically, use Customer’s information for its own internal marketing purposes to notify Customers of special sales or promotions.

TRIADI maintains reasonable safeguards for this Site to protect against unauthorized disclosure, use, alteration or destruction of the personal information visitors provide on the site.

Copyright Notice
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of TRIADI, unless otherwise noted. The collective work includes works that are licensed to TRIADI. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with TRIADI or purchasing TRIADI products and/or services.

You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with TRIADI or to purchase TRIADI. Products/services. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by TRIADI. You further agree not to change or delete any proprietary notices from materials downloaded from the site.

Warranty Disclaimer
Factory Warranty information is provided, where applicable, for individual products in their item descriptions listed on the site or through email communication. TRIADI does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. TRIADI does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

TRIADI warrants all products manufactured by TRIADI and when used in accordance with instruction, will be free from defects in workmanship and materials for a period of one year from the date of shipment (unless noted otherwise). Those products found to be defective by the TRIADI will be repaired free of charge for parts and labor. All freight and duties are the responsibility of the owner; however, return freight will be paid by TRIADI. The Warranty is specifically in lieu of all other warranties, expressed or implied, and does not apply to any product which has been subject to misuse, neglect or accident. TRIADI will be the sole determiner as to product misuse, neglect or accident. TRIADI’s obligation hereunder shall be limited to the remainder portion of the original Warranty. In no event shall TRIADI be liable to the purchaser for loss of profits, loss of use or consequential damages of any kind. Products supplied by TRIADI, but manufactured by other manufacturers, will be covered by that manufacturer’s warranty only. These products should be returned for repair to a repair facility authorized by that manufacturer.

Limitation of Liability
TRIADI shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if TRIADI has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

All trademarks, service marks and trade names of TRIADI used in the site are trademarks or registered trademarks of TRIADI, unless otherwise noted.
Typographical Errors
In the event that a TRIADI product is mistakenly listed at an incorrect price, TRIADI reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. TRIADI reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, TRIADI shall issue a credit to your credit card account in the amount of the incorrect price.

You agree to indemnify, defend, and hold harmless TRIADI, its officers, directors, employees, agents, licensors and suppliers (collectively the “Service Providers”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

Third-Party Links
In an attempt to provide increased value to our visitors, TRIADI may link to sites operated by third parties. However, even if the third party is affiliated with TRIADI, TRIADI has no control over these linked sites, all of which have separate privacy and data collection practices, independent of TRIADI. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, TRIADI seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).

ITAR (International Traffic in Arms Regulations) Compliance Agreement and Understanding
I understand that the products, technologies and services listed on the attached purchase order may be subject to one or more of the export control laws and regulations of the US Government and that they may fall under the control jurisdiction of either the Department of State’s International Traffic in Arms Regulations (ITAR) or the Department of Commerce’s Export Administration Regulations (EAR).

I understand that it is unlawful to export, or attempt to export or otherwise transfer or sell any hardware or technical data or furnish any service to any foreign person, whether abroad or in the United States (US), for which a license or written approval of the US Government is required, without first obtaining the required license or written approval from the department of the US Government having jurisdiction.

I understand that, in the ITAR (§ 120.16), a foreign person means any natural person who is not a lawful permanent resident as defined by 8 U.S.C.1101(a)(20) or who is not a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any foreign corporation, business association, partnership, trust, society or any other entity or group that is not incorporated or organized to do business in the US,, as well as international organizations, foreign governments and any agency or subdivision of foreign governments (e.g., diplomatic missions). History: 59 FR 25811, May 18, 1994; 71 FR 20534, Apr. 21, 2006.

I understand that I am responsible for compliance with any and all US Government export controls and regulations and that, if I violate them, it could result upon conviction in severe criminal and civil penalties (including substantial fines, imprisonment, seizure of controlled products and technical data, and/or suspension/removal of export privileges) for my company, agency and me.

• I am purchasing the articles identified on the attached purchase order for use or resale in the US only.
• I understand that these items will not be exported, provided to foreign persons in the US (including Foreign Embassies in the USA), or sold domestically for export by a third party (including US Government agencies).
• If/when I resell these items, I will advise my Customers of their duty to comply with US export control regulations or face the possibility of severe criminal and civil fines including imprisonment if convicted.
• If/when I resell these items, I will obtain and retain record of the sale.
• If/when I resell these items, I will inform my Customers that if these items are lost, stolen or destroyed, they must report to me this fact and provide the date of the incident as well as the associated serial number of the item.
• I am a legal citizen of the United States of America

Authorization to Purchase Products
A quote does not constitute TRIADI’s agreement to sell goods to Customer. Additional documentation, not limited to the End User Certificate may be required to be received and accepted by TRIADI to verify authorization to purchase goods. Order will not be accepted or processed until the documentation is approved by TRIADI.

Pricing provided by TRIADI excludes Federal, State, and Local Taxes. All applicable taxes will be added to the invoice price and will be payable by the Customer.

For company/non-government/individual purchases, pre-payment, in US dollars, on all orders is required until credit terms are established byTRIADI. After credit terms are established, payments received more than 30 days following invoice submittal by TRIADI are subject to late charges of 1.5% per month of the balance due. All amounts in excess of established credit terms are subject to prepayment before products will ship.

Lead Times
TRIADI will provide lead times at the time of Quotation based on TRIADI manufacturing workload, anticipated date of receipt of the Customer’s Order, and Customer delivery date requirements. Actual ship date(s) will be confirmed After Receipt of Order (ARO). TRIADI reserves the right to ship orders of the Customer or portions thereof, a reasonable time ahead of any scheduled delivery dates unless delivery is specifically restricted by the Customer in writing prior to such shipment.

All shipments are Freight On Board (FOB) Origin, unless otherwise indicated on the TRIADI quotation. Origin is defined as TRIADI’s “ship-from” facility. Title to products and risk of loss shall transfer to the Customer at the time products are delivered to carrier at TRIADI facility in Orange County, California, unless otherwise noted. Shipment packaging will be “Best Commercial Practices”. For shipments requiring electronic export information (EEI) filing via the Automated Export System (AES), Customer authorizes TRIADI to file any and all information EEI via AES.

TRIADI retains all rights of ownership for design, development, and tooling developed in the performance of the contract irrespective of whether nonrecurring payments are made by the Customer.

Configuration Control
TRIADI retains the right to control and make changes to the technical data package that do not affect fit, form or function, without prior notification or concurrence by the Customer, through TRIADI Material Review Board procedure. All change requests provided to TRIADI from the Customer will be assessed by TRIADI for cost (increase or decrease) and schedule impact. TRIADI will provide impact analysis to the Customer within seven days. Written acceptance of any contractual changes for cost and schedule impact, and direction to implement changes must be received within seven working days of TRIADI impact analysis; otherwise, TRIADI will consider the request for change cancelled.

Force Majeure
TRIADI will not be in default for schedule delays in delivery of products due to Acts of God, fire, embargoes, trade restrictions, labor disputes, unavailability of materials or defaults of suppliers where replacement materials are not readily available or other causes beyond reasonable control of TRIADI. A revised schedule shall be mutually agreed to by both parties. TRIADI will not be responsible for any consequential damages associated with a delay.

Termination for Convenience
In the event that the Customer decides to terminate the contract for their convenience or the convenience of a third party, the Customer will be subject to prorated cancellation charges up to the total value of the contract.

If the Customer breaches any terms or conditions hereof, or is behind schedule in making payment under any other contract between TRIADI and the Customer, TRIADI may in addition to exercising any other right it has under law, accelerate all sums due to TRIADI under the terms hereof, and/or terminate the contract and discontinue TRIADI performance.

The Customer warrants that it is solvent and able to meet the payment terms contained herein for the goods placed on order. If the financial condition of Customer at any time does not, in TRIADI’s sole and commercially reasonable judgment, justify continuing performance on TRIADI part, TRIADI may in addition to any other remedies provided hereunder or available under law, require full or partial payment prior to completion, or may terminate the order. The Customer shall be liable to TRIADI for the full contract price, together with any changes or expenses incidental to such termination loss. If the Customer becomes insolvent under California State or Federal law, or if a receiver trustee or assignee is appointed for the Customer, such event shall be deemed a material breach of contract thereof.

Your use of this site shall be governed in all respects by the laws of the state of California, USA, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of TRIADI products) shall be in the state or federal courts located in Orange County, California. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of TRIADI products) must be commenced within one (1) year after the claim or cause of action arises. TRIADI’s failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. TRIADI may assign its rights and duties under this Agreement to any party at any time without notice to you.

If any form of this agreement or other application thereof in any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement and the application of such term to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term of this agreement shall be valid and shall be enforced to the fullest extent permitted by law.

Revised March 2014