Last Revised: October 13, 2025
Prior orders are governed by e-signed Terms of Sale documents
Notice to Buyer: These are the full Triton Sensors General Terms and Conditions that govern your purchase. These Terms are incorporated by reference into the Sales and Subscription Order Form (“Order Form”). By executing the Order Form, you acknowledge that you have read, understood, and agree to be legally bound by all terms and conditions contained in this document. Please review this document in its entirety before signing your Order Form.
Triton Sensors General Terms and Conditions
1. Applicability. (a) These General Terms and Conditions of sale (these “Terms”) are hereby incorporated into and form a part of the Sales and Subscription Agreement to which they are attached (the “Agreement”). (b) These Terms hereby incorporate the Triton Cloud Terms of Use which can be found at the following link: https://tritonsensors.com/cloud-terms/. (c) This Agreement comprises the entire agreement between the parties (“Party” or “Parties”) and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement shall prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Software Services without the consent of Buyer provided that such changes do not materially degrade the performance of the Software Services.
2. Delivery. (a) The Goods will be delivered within the estimated timeframe provided at the time of receipt of the applicable Sales Order. Seller shall not be liable for any delays, loss, or damage in transit. (b) Seller shall deliver the Goods to Buyer’s location as specified in the Sales Order using Seller’s standard methods for packaging and shipping such Goods. The Goods will be deemed accepted by Buyer upon delivery. After acceptance, the Goods cannot be returned to Seller, and Buyer cannot claim a refund unless otherwise expressly provided in this Agreement. (c) Buyer shall be responsible for supplying the additional equipment necessary for the proper installation and performance of the Goods such as Ethernet cables, PoE injectors, and the tools necessary for installation of the Goods. Buyer shall also be solely responsible for the installation and configuration of the equipment and the Software. Seller does not bear any responsibility for errors caused by improper installation or configuration of the Goods or the Software by Buyer. (d) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement.
3. Non-Delivery. The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. Seller shall not be liable for any non-delivery of Goods unless Buyer gives written notice to Seller of the non-delivery within ten (10) days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
4. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods.
5. Maintenance. Inspection. Alterations of Goods. Buyer’s failure to properly maintain the Goods, or if Buyer makes any modification or alteration of the Goods, such shall immediately void any warranty provided by Seller and Seller shall bear no responsibility for the non-performance of any Goods which are not properly maintained to Seller’s specifications or which are modified or altered by anyone other than Seller. The Goods may occasionally download software updates, which may cause changes in performance or use of the device. Buyer grants its permission for such updates and guarantees that it shall not interrupt any update, which may cause malfunction or breakdown of the Goods.
6. Price. Buyer shall purchase the Goods and Software Services from Seller at the Purchase Price and Subscription Fees set forth in the Sales Order. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
7. Payment Terms. Buyer shall pay to Seller 100% of the Purchase Price and the Subscription Fees set forth in the Sales Order for the Initial Term. The Subscription Fee for any subsequent Renewal Term will be set at Seller’s then-current rates, which are subject to change in Seller’s sole discretion. The payment process and pricing for Renewal Terms are further described in Section 15. All payments are due within thirty (30) days of the invoice date. All payments will be sent to Seller’s bank account as specified by Seller in writing or using any other payment method specified by the Seller. Buyer agrees to pay Seller a late charge of 5% of any payment (or other amount due hereunder) that is not paid within ten (10) days of its due date, plus interest at the rate of 2% per month on any such amounts (or such lesser rate as is the maximum rate allowable under applicable law).
In addition to any other rights and remedies available to Seller, if Buyer fails to pay any amounts when due hereunder, Seller may, without notice to Buyer, suspend Buyer’s access to the Software Services until all outstanding amounts and applicable late fees are paid in full. Seller’s right to suspend the Software Services is in addition to its right to terminate this Agreement as set forth in Section 16. Buyer will remain responsible for all Subscription Fees incurred during any period of suspension.
Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
8. No Setoff. Buyer shall not, and acknowledges that it will have no right, under this Agreement, any other agreement, document or law, to withhold, offset, recoup or debit any amounts owed (or to become due and owing ) to Seller or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Seller or its affiliates.
9. Limited Warranty, Disclaimers, and Sole Remedy. (a) Seller warrants to Buyer that for a period of ten (10) years from the date of shipment of the Goods (“Warranty Period”), such Goods will materially conform to the specifications set forth in Seller’s published specifications in effect as of the date of this Agreement. In the event of a breach of the foregoing warranty, Seller shall, in its sole and absolute discretion, either: (i) repair or replace the defective Good or any part thereof, or (ii) credit or refund the price of such Good. The foregoing warranty shall not apply in the event of any breakdown, damage or other improper operation of the Goods caused by misuse, failure to properly maintain, improper installation, tampering or modification, or failure to observe use instructions. The determination of whether a Good is defective and covered by this warranty shall be made by Seller in its sole and absolute discretion. (b) This warranty shall be deemed null and void in the event that the Buyer or any third party (other than the Seller’s representative) opens the Goods or interferes in the operation of the Goods in any way. (c) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9(A), THE GOODS ARE SUPPLIED “AS IS” AND SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS’, INCLUDING ANY (a) WARRANTY OF PERFORMANCE, ACCURACY, OR THAT THE GOODS WILL MEET BUYER’S NEEDS; (b) MERCHANTABILITY; (c) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (d) WARRANTY OF TITLE; OR (e) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. (d) Seller does not guarantee (and Buyer hereby accepts) that the Goods shall be 100% accurate. In some cases the Goods may give false alerts, miss alerts, or miss the source of smoke. The Goods are able to detect smoking of regular cigarettes; however, they should not be used or treated as replacements for a smoke alarms. (e) The Goods use a microphone to measure sound pressure level and an accelerometer to detect possible tampering. The Goods do not record or store the audio captured at any place. (f) The Goods may need several days after configuration in order to start operating normally. This period is required to measure air quality in its environment before it starts to detect vaping. (g) Seller shall not be liable for any breach of any warranty that is connected to Buyer’s breach of the Agreement or other reasonable directions provided by Seller. (h) Products manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third-Party Products are not covered by the warranty in Section 9(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. (i) Seller shall not be liable for a breach of the warranty set forth in Section 9(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within ten (10) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller, in its sole discretion, verifies Buyer’s claim that the Goods are defective. (j) Seller shall not be liable for a breach of the warranty set forth in Section 9(a) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller. (k) THE REMEDIES SET FORTH IN SECTION 9(A) SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9(A).
10. Buyer’s Warranties. Buyer represents, warrants, and covenants that: (a) unless it is an individual, Buyer is duly organized, validly existing and in good standing under applicable law; (b) Buyer has the power and authority to enter into this Agreement; (c) this Agreement is enforceable against Buyer in accordance with its terms; (d) Buyer shall ensure that the domain app.tritonsensors.com is whitelisted such that Buyer can receive appropriate notifications/emails; (e) Buyer shall comply in all material respects with all applicable laws and regulations; (f) ALL EQUIPMENT IS SOLD FOR BUSINESS PURPOSES ONLY, AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.
11. Limitation of Liability. (a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO THE ACCURACY OR INACCURACY OF THE GOODS), REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. (b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY BUYER TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12. Compliance with Law. Buyer is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
13. Indemnification. Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting from any claim of a third party related to Buyer’s use of the products, or Buyer’s negligence, willful misconduct or breach of this Agreement.
14. Insurance. During the term of this Agreement and for a period of two years thereafter, Buyer shall, at its own expense, maintain and carry in full force and effect commercial general liability insurance with commercially reasonable coverage amounts with financially sound and reputable insurers.
15. Term, Automatic Renewal, and Pricing Changes. (a) The initial term for the Software Services shall be for the duration specified on the Sales and Subscription Order Form (the “Initial Term”). Following the Initial Term, the subscription for Software Services will AUTOMATICALLY RENEW for successive one (1) year periods (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. The Initial Term and all Renewal Terms constitute the “Term”. (b) The Subscription Fee for any Renewal Term is subject to change at Seller’s sole discretion. Seller will notify Buyer of the Subscription Fee for the upcoming Renewal Term on the renewal invoice or through other written notice. Buyer understands and agrees that unless it provides a timely notice of non-renewal, its subscription will automatically renew at the new price. (c) By enabling or allowing automatic renewal, Buyer acknowledges that it is committing to another one-year term and irrevocably authorizes Seller to charge the then-current Subscription Fee to Buyer’s payment method on file. It is Buyer’s responsibility to review the renewal notification and cancel the subscription in accordance with Section 15(a) if it does not agree to the new terms or pricing.
16. Termination. In addition to any remedies that may be provided in this Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
17. Intellectual Property. All intellectual property rights, including copyrights, patents, trademarks, service marks, trade secrets, know-how and other confidential information (collectively, “Intellectual Property Rights”) in and to all Software, documents, work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of providing the Goods or performing the Software Services shall be owned by Seller.
18. Confidential Information. All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, designs, plans, data, business operations, customer lists, and pricing, disclosed by Seller to Buyer, is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Seller in writing. Seller shall be entitled to injunctive relief for any violation of this Section.
19. Entire Agreement. This Agreement, including and together with any related exhibits and schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, regarding such subject matter.
20. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Payment Terms, No Setoff, Limited Warranty, Disclaimers, and Sole Remedy, Limitation of Liability, Indemnification, Intellectual Property, Confidential Information, Choice of Law, Choice of Forum, and Waiver of Jury Trial.
21. Notices. All notices, requests, and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth in the Sales Order. Notices are effective only on receipt by the receiving Party.
22. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement.
23. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
24. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving.
25. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Seller may assign any of its rights or delegate any of its obligations under this Agreement at any time without the consent of Buyer.
26. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and assigns.
27. Choice of Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule.
28. Choice of Forum. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Pennsylvania in each case located in Dauphin County. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
29. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
30. Force Majeure. Neither Party shall be liable or responsible to the other Party for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the impacted party, including, without limitation, acts of God, flood, fire, earthquake, governmental actions, war, terrorist threats or acts, riot, or other civil unrest.
31. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.