Verge, Inc. Terms and Conditions of Sale
Version A
Date: May 01, 2025
Customer and Verge, Inc. ("Verge"), a Delaware corporation with offices at 12701 Lowden Lane, Suite 202 Buda, Manchaca, TX 78652-0017, agree that the purchase and sales of Verge hardware and software products (the "Products") are made under these terms and conditions (the "Terms”), and that Verge SHALL NOT BE BOUND BY CUSTOMER'S ADDITIONAL OR DIFFERENT TERMS. These Terms constitute a rejection of any counteroffer to any terms offered by Customer. Customer's order and purchase of the Products shall constitute acceptance of these Terms.
TITLE.
The terms of delivery are FOB (for domestic shipments) and EXW (INCOTERMS 2000) (for international shipments), Verge's warehouse. Title to the Products shall pass at Verge's warehouse. Verge retains a security interest and right of possession in the Products until Customer makes full payment. Customer agrees to execute and deliver all documents requested by Seller to perfect and maintain Seller's security interest.
TAXES AND DUTIES.
Product prices are exclusive of, and Customer shall pay, applicable sales, use, service, value added or like taxes, unless Customer has provided Verge with an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities. The price for Products includes any duties or tariffs imposed by any governmental authority at the date of quotation issuance. If, after the date of quotation issuance, any duties or tariffs are imposed or increased on the Products, Verge shall have the right to increase the price to reflect the actual cost of such duties or tariffs. Verge will provide written notice to Customer of any price increase due to duties or tariffs.
PRICES AND PAYMENT.
All quotations shall expire thirty (30) days from date of issuance, unless otherwise set forth on the quotation or agreed in writing. Customer shall make payment in full prior to or upon delivery unless Verge approves Customer for credit terms. All deposits and partial payments are non-refundable. If Verge extends credit terms to Customer, payment shall be due when specified by Verge's invoice or quotation. All sums not paid when due shall accrue interest daily at the lesser of a monthly rate of 1.5% or the highest rate permissible by law on the unpaid balance until paid in full. Orders not paid according to the date(s) specified by Verge's invoice or quotation are subject to cancellation by Verge. Orders not picked up on time may incur storage fees.
ORDERS.
All orders are subject to acceptance by Verge. Verge's booking of an order shall constitute its acceptance of an order.
DELIVERY.
Verge shall deliver the Products to a carrier at Verge's warehouse and, if the Products are sold to a Customer outside the United States, shall clear the Products for export destined outside the United States. Customer shall pay all freight charges, applicable import duties, and other necessary fees and shall bear the risks of carrying out customs formalities and clearance. Claims for shipment shortage shall be deemed waived unless presented to Verge in writing within ten (10) days of shipment.
LIMITED WARRANTY.
Verge hardware Products, with the exception of batteries, are warranted against defects in materials and workmanship for one year from the date Verge ships the Products to Customer. Batteries are sold AS IS without a warranty. For a period of one year from the Delivery Date, Verge software Products will perform substantially in accordance with the accompanying documentation. Any replacement Products will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Customer must obtain a Return Material Authorization number from Verge before returning any Products under warranty to Verge. Customer shall pay expenses for shipment of repaired or replacement Products to and from Verge. This Limited Warranty is void if failure of the Products has resulted from accident, abuse, misapplication, lack of required maintenance, use of unauthorized replacement parts, or use outside of normal operating conditions.
SOFTWARE LICENSE.
All software Products supplied to Customer are licensed under the terms of the accompanying Verge software license. Software licenses are sold for use with specific drones and are not transferable except in the event of drone replacement due to loss or damage.
CUSTOMER REMEDIES.
Verge's sole obligation (and Customer's sole remedy) with respect to the foregoing Limited Warranty shall be to, for Verge to repair/replace any defective Products, provided that Verge receives written notice of such defects during the applicable warranty period. Customer may not bring an action to enforce its remedies under the foregoing Limited Warranty more than one (1) year after the accrual of such cause of action.
RETURN/CANCELLATION/CHANGE POLICY.
All sales are final. No product will be accepted for return and no credit will be allowed on any product returned unless Manufacturer has granted prior written permission. A Return Material Authorization number must be obtained from Verge for return of any Products. Verge may terminate any order if any representations made by Customer to Verge are false or misleading. Changes to orders shall not be binding upon nor be put into effect by Verge unless confirmed in writing by Verge's appropriate representative.
NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, AND VERGE HEREBY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. VERGE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. VERGE EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERGE AND ITS LICENSORS, DISTRIBUTORS, AND SUPPLIERS (INCLUDING ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, INSTALLATION COSTS, LOST SAVINGS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, OR ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF VERGE OR ITS LICENSORS, DISTRIBUTORS, AND SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERGE'S TOTAL LIABILITY ON ALL CLAIMS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS. Customer acknowledges that the applicable purchase price or license fee for the Products reflects this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. The above limitations shall apply notwithstanding the failure of any limited remedy to fulfill its essential purpose.
FORCE MAJEURE.
Verge shall be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of Customer, interruptions of transportation or inability to obtain necessary labor or materials. Verge's estimated shipping schedule shall be extended by a period of time equal to the time lost because of any excusable delay. In the event Verge is unable to perform in whole or in part because of any excusable failure to perform, Verge may cancel orders without liability to Customer.
ACKNOWLEDGMENT/GOVERNING LAW.
Customer acknowledges reading these Terms and Conditions, understands them and agrees to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof. Disputes arising in connection with these Terms shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Disputes between the parties shall be settled by binding and final arbitration in Austin, Texas, USA pursuant to the Commercial Rules of Arbitration of the American Arbitration Association ("AAA") before a single arbitrator appointed by the AAA.