DronesLab B.V. | Vertical Technologies Terms and Conditions
- Acceptance: DronesLab B.V. also known under its trade name Vertical Technologies accepts orders by way of written Purchase Order, website order or quotation acceptance specifying the Vertical Technologies part numbers or full details of any special requirements. Purchase Order should have a reference number for the valid quotation issued by Vertical Technologies. All orders are subject to acceptance by Vertical Technologies. Submission of a Purchase Order shall constitute acceptance of Vertical Technologies Terms and Conditions of Sale, set forth herein and in any Quotation provided by Vertical Technologies. These Terms and Conditions shall supersede any inconsistent provisions contained on Buyer’s Purchase Order. The Order is transferred to production only after the payment is received as per agreed prepayment conditions.
- Product Specifications: The specifications provided on Vertical Technologies website, literature, or in any written quotations are intended to be accurate. However, Vertical Technologies reserves the right to change specifications and makes no claim about the suitability of its products for any particular intended purpose.
- Purchaser’s Property If the Purchase Order includes work to be done on property or material supplied by Purchaser, Vertical Technologies shall not be liable for any loss or damage to Purchaser’s property during Vertical Technologies’s manufacturing process, unless the loss or damage was the result of the negligence or other willful act on the part of Vertical Technologies.
- Pricing: Published prices are subject to change without notice. Failure to object to the price change on custom order after notice shall be deemed to be acceptance of the price change. Prices do not include freight, duty and insurance fees and export licenses if required, unless otherwise specified. Prices quoted are exclusive of, and Buyer agrees to pay, any state or local excise, sales, use, VAT, personal property or any other tax. Prices quoted are held for 30 days, unless quoted otherwise.
- Delivery: An estimated delivery date will be specified upon acceptance of the order. After acceptance of an order, Vertical Technologies will provide an estimated delivery date and will use its best efforts to meet the estimated delivery date. Delivery dates are subject to change if property or material to be supplied by Purchaser does not arrive by the date mutually agreed to by the parties. Vertical Technologies is not responsible for any consequential damage caused by late delivery. Vertical Technologies will notify Buyer of any anticipated delay in delivery. Vertical Technologies reserves the right to ship ahead or reschedule unless the Buyer specifies otherwise.
- Shipping Terms; Insurance: Vertical Technologies assures proper packaging and will ship by any method selected by Vertical Technologies, unless otherwise specified in Buyer’s Purchase Order. An estimate of shipping and handling charges are prepaid and added to Buyer’s invoice. If additional costs are incurred to ship the products to the shipping address and no reasonable alternative can be found, these costs will be charged to the Buyer, Buyer accepts these charges. Vertical Technologies may, in its discretion, provide insurance for the shipment, unless specifically requested to provide insurance by Buyer in the Purchase Order. Any insurance requested shall be prepaid by Buyer or added to Buyer’s invoice. Vertical Technologies shall not be liable for loss or damage to the goods after delivery of the product to a common carrier.
- Terms of Payment: Orders for delivery to Buyers must be fully prepaid in currency specified in the quotation. Vertical Technologies only accepts bank wire transfers or Paypal payments. For PayPal payments an additional fee of 5% is charged.
- Warranties: Equipment warranty is applicable only when operated and maintained In accordance with the operation manual. All warranties apply only to the first end user of the product. This warranty applies only to hardware products manufactured by or for Seller that can be identified by the Seller’s trademark, trade name, serial number, or logo affixed to them. The warranty does not apply to any non-Seller hardware products or any third-party software, even if packaged, integrated with, or sold with Vertical Technologies hardware. In some cases, manufacturers, suppliers, or publishers, other than Seller (“third party providers”) may provide warranties to the end user purchasers. Product specific warranty conditions are listed on the products Warranty page on the Vertical Technologies website.
- The following provisions are applicable to all vehicles supplied by Vertical Technologies.
- Buyer accepts all responsibility for damage and loss caused during the operation of the product. Parts and/or Goods damaged during operation will not be covered by warranty unless such damage was caused by a manufacturing defect of such Parts and/or Goods by Seller. Any flight accident must be reported within 72 hours by Buyer on a Vertical Technologies incident reporting form and provided together with the requested log files and video files (if applicable) and any other information mentioned in the Vertical Technologies accident reporting form and related to that accident. If the report and information is not provided within the required time Seller may decline to provide Warranty service. In the event Buyer is found to have provided wrong or modified data, or in any other way intended to deceive Seller, then Seller may decline to provide Warranty service.
- Seller will provide reasonable resources to investigate the accident cause and provide the Buyer with the feedback on the root cause of the accident.
- Failure to provide valid log files and requested documents automatically removes Vertical Technologies of any responsibility for the incident.
- In case the incident or accident analysis requires more than five (5) hours of labor from Vertical Technologies, Buyer agrees to pay for the additional labor at a standard rate of 180 EUR/hour.
- In case the incident or accident was caused by operator error, exceeding the operational limits, operator negligence, or failure to follow the procedures outlined in the product documentation, Buyer agrees to pay for the investigation at manufacturer’s standard rate of 180 EUR/hour plus any additional expenses such as engineering tests, flight tests, and engine tests.
- Regardless of the root cause of the incident or accident, in case the product needs to be sent to Vertical Technologies for the investigation, Buyer agrees to cover all expenses of shipping the product to Vertical Technologies and from Vertical Technologies. Buyer also agrees to pay for any packaging expense.
- This warranty does not extend to any product if found that Buyer did not follow the products operational and maintenance manuals, which caused or may have caused the incident or accident. Such procedures and manuals include, but are not limited to, maintenance manuals, operating manuals, operator qualifications, and training procedures.
- This warranty is only applicable to Seller’s products that are returned and received by Seller within the product’s warranty period and which Seller determines to be defective within the terms of this warranty. Seller’s obligations, with respect to such applicable warranty returns, are limited to repair, replacement, or refund of the purchase price actually paid for the product, at Seller’s sole option.
- Seller shall bear reasonable returning shipping costs of items returned under Warranty. If Seller determines that the returned items are not eligible for warranty repair, then Buyer shall be responsible for all shipping costs and all costs of test, evaluation, repairs necessary to complete test and evaluation, and repair or replacement. In case Buyer would like to expedite the delivery of the items returned under Warranty, Buyer agrees to pay the difference between the standard and expedited methods.
- Repaired or replaced items shall be warranted for a period which is the greater of either (1) 90 days or (2) the unexpired portion of the original warranty period as of the date of notice to Seller of the warranty failure.
- This warranty does not extend to any product which has been subjected to misuse, abuse, neglect, accident, improper installation, improper operation, use, operation, or exposure to conditions in violation of instructions furnished by Seller, or which has been repaired or altered by Buyer or persons other than Seller, or which has been subjected to improper voltages, environmental conditions beyond the item specified performance requirements, improper signals, excessive testing, lifetime testing, accelerated lifetime testing, any testing intended to test or evaluate the limits of the item’s life time, or testing or operation exceeding the item product specifications.
Please note that the specifications of a product may vary from the published specifications, depending on: application of specific factors, including but not limited to, installation methods, mounting and platform characteristics, and operator skills; other equipment used with the Goods; and environmental and actual climatic conditions (Variables). No product shall be deemed defective by reason of normal wear and tear, impact of Variables, or Buyer’s failure to properly store, secure, install, operate, or maintain the products in accordance with good industry practices or specific recommendations or instructions of Seller.
- Support Services: Nothing in these Terms and Conditions shall be construed as requiring Vertical Technologies to provide support services to Buyer. Vertical Technologies shall provide support services to Buyer in accordance with a separate agreement.
- Proprietary Rights:
Vertical Technologies shall retain all rights to technical data and information, whether patentable or not, arising out of or evolving as a result of the manufacture of products meeting Buyer’s specifications. Buyer agrees not to assert against Vertical Technologies any patent rights the scope of which is included within the manufacture of products delivered hereunder by Vertical Technologies, and which relate to an invention made by or for Buyer on a date subsequent to the date of delivery of the product to Buyer. Buyer warrants that the use of any product purchased from Vertical Technologies shall not infringe on the proprietary rights of third parties. If Buyer has purchased a Custom product, Buyer further warrants that it has proprietary rights to the specifications provided to Vertical Technologies and that no third-party has any proprietary claim to the specifications, other than as may exist in the public domain.
- Intellectual Property
Seller retains sole and exclusive ownership of all of Seller’s intellectual property rights contained in the Goods. No rights of any kind are granted to Buyer.
- Reverse engineering
Buyer shall neither reverse engineer, decompile, deconstruct, disassemble, synthesize, or extract any element of and/or otherwise discover any Confidential Information, nor request nor accept any disclosure of confidential information or intellectual property from a third party who reverse engineers, decompiles, deconstructs, disassembles, synthesizes, or extracts any element of and/or otherwise discovers any Confidential Information, nor otherwise attempt to derive confidential information or intellectual property contained or embodied in the Goods. Buyer shall not directly or indirectly, partially or completely, exactly or approximately, reproduce any of Sellers products or content.
Unless explicitly granted through written permission by Vertical Technologies, Buyer shall not publish, sell or otherwise make available Sellers products to third parties. If written permission was granted to resell the products purchased from Vertical Technologies, the Buyer agrees to refer to these products by the product name assigned by the Seller.
- Software license
All software provided with the Goods (either embedded in the Seller’s products or provided as stand-alone software) is proprietary to Seller or Seller’s suppliers. With respect to Seller’s software, Seller grants Buyer a limited, nonexclusive, revocable license to use the software for its intended purposes only through and in conjunction with the Goods. Buyer agrees that title to any software remains solely and exclusively with Seller. Buyer will maintain all proprietary marks on software provided by Seller. Buyer may transfer this license if transferring the Goods also and if the transferee agrees to comply with the restrictions of this license.
- Disclaimer: Vertical Technologies is not liable and/ or responsible for the usage of the product which has been modified or changed, or to which has been attached anything without the prior authorization or approval of Vertical Technologies. Buyer shall be solely responsible for operation of the product in accordance with federal, state, or local laws and regulations related to the UAV systems flights rules and regulations.
- Insurance: Buyer shall purchase and maintain full liability insurance for all product purchased from Vertical Technologies.
- Governing Law: This agreement shall be governed by and construed in accordance with the laws of The Netherlands.