1.1 Unless otherwise agreed, these General Terms and Conditions shall govern all contractually agreed services and supplies of Falcon UAV on behalf of SenseFly and BASK AeroSpace (hereinafter called Supplier or Party). These are the terms and conditions (“T&C”) on which Falcon UAV (“we”, “us” and “our”) supplies products (“Products”) and services (“Services”) to its Clients (“customers”, you” and “your”). The contract between us and you is wholly documented by the purchase order for the Products and Services (“Order”), our invoice for the Products and Services (“Invoice”) and these T&C (the “Contract”) (save that any terms and conditions contained within the Order shall not form part of the Contract). These T&C and each Contract shall be governed by the laws of the State of Victoria and the parties submit to the exclusive jurisdiction of the Courts of that State and of the Commonwealth of Australia (including any Courts having appellate jurisdiction) in respect of any dispute between them.
1.2 All agreements and statements of the Parties with legal implications shall require written form in order to be valid.
2. Placement of order
Acceptance of a written order shall require written confirmation thereof by the Supplier. If the contents of the order confirmation differ from the order itself, the other party than the Supplier (hereinafter called Client or Party) shall react immediately, failing which the order confirmation shall be deemed accepted.
3. Governing Law and Jurisdiction
4. Prices and packing
5. Terms of payment
5.1 Payments shall fall due on the invoice date and shall be payable within 30 days of invoice date to secure the pricing from the Supplier, without deduction.
5.2 The Supplier reserves its right to request from the Client a full payment in advance.
5.3 Payment deadlines shall be met even if carriage, delivery, assembly, commissioning or acceptance of the supplied objects or services are delayed or prevented for causes for which the Supplier is not responsible, or if minor parts are missing or if slight subsequent improvements prove necessary.
6. Retention of title
6.1 The supplied items shall remain the Supplier’s property until full payment of all claims arising, now or in future, from the contractual relations. The Supplier reserves (and the Client accepts) its right to entry in the register of retentions of title.
6.2 The Client shall only dispose of or pledge the supplied items if it has completely met all payment obligations arising from the contractual relations.
7. Delivery deadlines
8. Dispatch and passing of risk
8.1 Each consignment shall be sent to the Client with a consignment note, quoting the relevant order number. Shipment costs shall be for the Client’s account. Special requirements for dispatch, shipment and insurance shall be notified promptly to the Supplier.
8.2 Risk shall pass to the Client on readiness for dispatch.
10. Limited Warranty
10.1 The supplier warrants that the delivered items will be free from defects in workmanship and materials for a period of twelve (12) months from the date that the item was first purchased by the client. During the warranty period, should the covered product, in the supplier’s sole opinion, malfunction due to any defect in material and/or workmanship, the client’s sole remedy and the supplier’s sole liability shall be, at supplier’s
Option, to either repair or replace the malfunctioning product with a similar product at no charge, or if repair or replacement is not possible, issue a credit note; provided that the malfunctioning product is returned in accordance with the support and repair form together with all required flight logfiles, with proof of purchase in the form of the client’s original copy of the sales receipt, within the applicable warranty period.
10.2 warranty does not apply, without limitation, in case:
A) the delivered items are not stored, maintained or used according to their specifications,
B) the delivered items are damaged due to carelessness, negligence, or wrong use by the user, and
C) for defects due to normal wear and tear including, but not limited to, normal degradation, misuse, moisture or liquids, proximity or exposure to heat, accidents, excessive strain, abuse, neglect, misapplication, repairs or modifications made by third party other than falcon uav on behalf of sensefly and bask aerospace, damage due to manual piloting in rc (remote controlled) or interactive flight, damage due to take- ‐off or landing location with obstacles, damage due to low altitude or close object flight, damage due to relying on visual or/and ultrasonic feedback and in more general on any kind of situational awareness assistance, damage due to using any kind of flight assistance features including but not limited to cruise control, distance lock and obstacle avoidance, damage due to loss of data
Radio connection, damage due to strong wind, rain, water or humidity, or other causes for which falcon uav on behalf of sensefly and bask aerospace is not answerable. Any claim related to in- ‐flight malfunction of the product will be considered by falcon uav on behalf of sensefly and bask aerospace only if accompanied with all related flight logfiles. Battery cells are excluded from warranty after first use.
10.3 the warranty shall be subject to the condition that the client submits the product, every 100 hours of product flight, to the supplier or to a supplier- ‐authorised service centre for a service in accordance with maintenance schedules and service instructions available at client’s account on https://my.sensefly.com/ and www.baskaerospace.com.au . A service may be performed in advance provided however that the next service is performed within the above mentioned time interval. It is the client’s own responsibility to monitor the number and duration of flights and decide when the maintenance check must be performed.
10.4 any cost in relation with scheduled maintenance and service instructions, other than the return shipping costs, shall be borne by the client only. The product is always shipped at client’s sole risk, even in case of free delivery. The supplier is responsible for loss or damage to the product only when the product is in the supplier’s premises.
10.5 the client shall make available to the supplier, at the supplier’s request, all data regarding the product’s flight and maintenance parameters. The client further agrees and acknowledges that the supplier is entitled, at any time, to access, analyze and use all data available on the client’s account regarding the flight and maintenance parameters. If such data are not available for a reason over which the supplier has no control or
Responsibility, including but not limited to an external service provider issue, network fault or power failure, the supplier is under no obligation to provide the limited warranty coverage until such data is made available.
10.6 it is the client’s responsibility to check that the product’s airworthiness and level of maintenance are compliant with applicable requirements under local laws and regulations. Additional maintenance may be required by international or governmental authorities and the client should make anyand all necessary checks before operating the product.
10.7 there are no express or implied warranties, representations or conditions other than those stated in this limited warranty. This limited warranty is made in lieu of all other warranties, representations or conditions, whether expressed or implied, including without limitation, merchantability or fitness for a specific purpose.
10.8 the remedy set forth herein shall be the sole, exclusive remedy with respect to the product.
11.1 unless expressly provided otherwise, supplier is only liable for damages, which were caused with unlawful intent or by gross negligence.
11.2 to the extent possible under applicable laws, in no event shall supplier be liable to client for: loss of profit, business, revenue, goodwill or anticipated savings; and/or any other indirect or consequential loss or damage.
12. Product Liability
12.1 all use of the product including, but not limited to, the use conform to the applicable law of the country in which the product is operated, is under the client’s sole responsibility. The client should inform himself before using the product. Some countries may have laws that limit the use of unmanned aircrafts to “line- ‐of- ‐sight” operations and/or prohibit the use of unmanned aircrafts in some specific areas.
12.2 under no circumstances will the supplier be liable for any direct, indirect, special, incidental or consequential damages (even if the supplier is notified of the possibility of such damages) including, but not limited to, any crash or damages caused by the client or a third party while operating or using the product (even if caused by a malfunction of the product), any loss of revenue, loss of profit, or loss of data whether based upon any alleged breach of warranty, representation or condition, contract, or any other conduct including negligence (intentional or otherwise), giving rise to such claim.
12.3 under no circumstances will the supplier be liable for any direct, indirect, special, incidental or consequential damages (even if the supplier is notified of the possibility of such damages) including, but not limited to, any damages caused by failure of the autopilot, electronics or software. The client shall not operate the product in areas or under circumstances where a failure could cause damages or/and harm to people, property or/and animals.
13. Subsequent improvement and supply of substitutes.
In case of supplies or services which are not conform to the order, the Supplier reserves the right, at its discretion, to remedy them by subsequent improvement, repair or supply of substitutes.