Eridu - Faster AI
Eridu - Faster AI

Sales Terms & Conditions

 

Eridu Corporation

Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) govern the sale of hardware products, including without limitation, AI networking switches, ASIC-based modules, optical interconnect products, software and related accessories (collectively, “Products”), and any associated support or maintenance services (“Services”) by Eridu Corporation, a Delaware corporation (“Eridu,” “Seller,” “we,” or “us”), to the customer identified on the applicable quotation or order (“Customer”). These Terms apply to every quotation, order acknowledgment, and invoice issued by Eridu unless the parties have executed a separate written agreement (e.g., a Master Purchase Agreement) that expressly supersedes these Terms, in which case that agreement controls.

1. Order Acceptance; Entire Agreement

A quotation issued by Eridu is an invitation to order and does not constitute a binding offer until Eridu issues a written order acknowledgment or ships the corresponding Products. These Terms, together with the applicable quotation and order acknowledgment, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous proposals, negotiations, and communications, whether oral or written.

No Conflicting Terms. Any additional or different terms proposed in Customer’s purchase order, procurement portal, or other correspondence are rejected and of no effect unless expressly accepted in a writing signed by an authorized representative of Eridu. Eridu’s acceptance of Customer’s order is expressly conditioned on Customer’s assent to these Terms.

2. Prices and Taxes

Prices are as stated in the applicable quotation and are valid for the period specified therein (or, if unspecified, thirty (30) days from the quotation date). All prices are quoted in U.S. Dollars unless otherwise stated and are exclusive of all sales, use, value-added, goods and services, excise, and similar taxes and duties, which are the responsibility of Customer unless Customer furnishes a valid tax-exemption certificate acceptable to the relevant taxing authority. Eridu reserves the right to correct any pricing errors.

3. Payment Terms

Unless otherwise stated on the invoice or agreed in writing, payment is due net thirty (30) days from the invoice date. Amounts not paid when due accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until paid. Eridu may condition shipment or continued performance on satisfactory credit review and may require deposits, letters of credit, or other security. Customer is responsible for all reasonable costs of collection, including attorneys’ fees.

4. Delivery, Title, and Risk of Loss

Unless otherwise specified in the applicable quotation, Products are delivered EXW Origin (Incoterms 2020) at Eridu’s designated shipping point, at which point risk of loss pass to Customer. Unless otherwise specified in the applicable quotation, title transfers to Customer upon full payment of all amounts in the quotation for the Product. Unless otherwise specified in the applicable quotation, Customer is responsible for all delivery costs, export/import fees and clearances, tariffs and insurance for the Products. Delivery dates are estimates only and are not guaranteed; Eridu is not liable for delays in delivery. Customer is responsible for import clearance, duties, and compliance with import regulations in the destination country.

5. Inspection and Acceptance

Customer must inspect Products promptly upon receipt and notify Eridu in writing of any shortage, non-conformance, or visible damage within ten (10) business days of delivery. Products not rejected within that period are deemed accepted. Claims for shipping damage should also be filed with the carrier.

6. Limited Hardware Warranty

Eridu warrants that, for a period of twelve (12) months from the date of shipment (the “Warranty Period”), Products will be free from material defects in materials and workmanship under normal use and conditions. This warranty does not cover: (a) damage caused by misuse, accident, unauthorized modification, or improper installation; (b) normal wear and tear or consumable components; (c) Products on which serial numbers have been altered or removed; (d) issues arising from third-party hardware, software, or interconnection with equipment not approved by Eridu or (e) damage caused by shipping. Eridu’s sole obligation, and Customer’s exclusive remedy, for any breach of this warranty is, at Eridu’s option, repair, replacement, or refund of the purchase price for the affected Product.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS,” AND ERIDU DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7. Returns and RMA

No Products may be returned without a Return Material Authorization (“RMA”) number issued in advance by Eridu. Products returned under warranty must be shipped prepaid, in original or equivalent packaging, together with the RMA number clearly marked. Products returned for reasons other than warranty defects are subject to Eridu’s then-current restocking fee (not to exceed 20% of the purchase price) and must be returned within thirty (30) days of delivery, unused and in resalable condition.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ERIDU BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, THE PRODUCTS, OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ERIDU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ERIDU’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO ERIDU FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Intellectual Property

All Products, including any firmware, embedded software, designs, and associated documentation, are protected by intellectual property rights owned or licensed by Eridu. No sale of Products transfers any ownership interest in such intellectual property. Customer receives only a non-exclusive, non-transferable license to use any embedded or accompanying software solely in connection with its use of the Products, subject to any separate end-user license agreement applicable to that software.

10. Export Control and Compliance

Products, including underlying technology, are subject to U.S. export control laws, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, and may be subject to import and export controls of other countries. Customer shall not export, re-export, or transfer Products, directly or indirectly, in violation of applicable export control or sanctions laws, and shall not sell or supply Products to any person, entity, or destination restricted or embargoed under such laws without obtaining any required government authorization. Customer represents that it is not located in, and will not export Products to, any country or party subject to applicable U.S. trade sanctions.

11. Confidentiality

Each party agrees to protect the other party’s confidential information disclosed in connection with an order using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than a reasonable degree of care, and to use such information solely to perform its obligations under these Terms.

12. Force Majeure

Neither party is liable for any delay or failure in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government action, epidemic or pandemic, component or supply chain shortages, or failure of third-party carriers or suppliers.

13. Compliance with Laws

Each party shall comply with all applicable laws and regulations in connection with its performance under these Terms, including anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act), applicable environmental and product-safety regulations (such as RoHS and WEEE, where applicable), and applicable data protection laws.

14. Termination

Eridu may suspend performance or terminate an order upon written notice if Customer fails to make payment when due, becomes insolvent, or files for bankruptcy protection, or materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice. Termination does not relieve Customer of its obligation to pay for Products already shipped or Services already rendered.

15. Assignment

Customer may not assign or transfer its rights or obligations under these Terms, whether by operation of law or otherwise, without Eridu’s prior written consent, which shall not be unreasonably withheld. Eridu may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles, and excluding application of the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any dispute arising out of or relating to these Terms.

17. Miscellaneous

  • If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

  • No waiver of any provision is effective unless in writing and signed by the waiving party.

  • These Terms may be amended only by a writing signed by both parties, except that Eridu may update these Terms for future orders by posting a revised version at www.eridu.ai/salestermsconditions.

  • Section headings are for convenience only and do not affect interpretation.