Air-Vision-Air or AVA
NOTE: These terms and conditions, as published on the website at www.Air-Vision-Air.com shall apply, and the customer agrees to be bound by them, whether or not this document is signed by the user or visitor to this website. Use of the website constitutes acceptance of the conditions set out below.
TERMS AND CONDITIONS. Revised November 2014
1. GENERAL. The terms and conditions of sale contained herein apply to all quotations made and all purchase orders received by Seller (Air-Vision-Air), and acceptance by Seller of any order by confirmation or commencement of performance shall be on the basis of these Terms and Conditions of Sale, even though no reference is made to them at the time of acceptance.
Seller’s failure to object to provisions contained in any communication from the undersigned Buyer shall not be deemed a waiver of these Terms and Conditions of Sale. Buyer’s assent to these Terms and Conditions of Sale shall be deemed to be given by implication unless Buyer (our Customer) gives written notice of objection to Seller promptly, upon receipt of this document. Any changes in the Terms and Conditions of Sale contained herein must specifically be agreed to in writing by an officer of Seller before becoming binding on Seller. These Terms and Conditions shall include additional terms, if any, contained in Appendix A, which is attached hereto and incorporated herein by this reference.
2. ACCEPTANCE OF ORDERS. All orders from Buyer are subject to acceptance by Seller, and Seller reserves the right to accept or reject any orders in whole or in part.
3. PRICES. Prices quoted or acknowledged by Seller are firm to the quantities and the shipping schedules set forth in the quotation or order acknowledgment, but are subject to revision if quantities and/or shipping schedules are changed by Buyer. All prices are quoted in Canadian Dollars $CAD unless stated on the Quotation or other commercial document supplied to the customer by Air-Vision-Air.
4. TAXES. Air-Vision-Air is based in the province of Quebec , Canada and Air-Vision-Air will not invoice or charge or pay US or other country taxes for export orders unless otherwise specifically provided for in the quotation or order acknowledgment. Any taxes required by law shall be added to the purchase price and shall be paid by, and are the responsibility of, the Buyer, or in lieu thereof Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.
5. TRANSPORTATION. All orders must be paid for in full before shipping will commence. Claims for loss or damage MUST be filed by Buyer with the CARRIER but upon request Seller will aid in this process. Please contact us in this event. Unless specific instructions are given by Buyer, Seller will use the most economical carrier and delivery method feasible unless Buyer specifies otherwise. All shipments will be insured for full replacement cost by Air-Vision-Air. The buyer may use their own carrier at their own cost and risk. The shipping company will require a contact name, telephone number and address for each shipment in case of delivery problems, we cannot ship to a P.O. box number as our carrier will not accept the shipment order.
6. DELIVERY. Shipping dates are approximate and are based on prompt receipt from Buyer of all necessary information and payments. Seller reserves the right to make partial shipments.
7. PAYMENT AND TERMS. Currently, Seller will accept cashier’s checks and direct bank to bank wire transfers. For payment with cashier’s checks and wire transfer we will ship worldwide once all government regulations have been satisfied. Payment in full is required before Seller will ship Buyer’s Product. Each Purchase Order shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. If shipment is delayed by Buyer, Seller has the right to issue invoice on the date it is prepared to make shipment. If the work covered by the purchase order is delayed by Buyer the invoiced amount shall be based on the purchase price and the percentage of completion. Products held for Buyer shall be at the risk and expense of Buyer.
8. LIMITED WARRANTY. The Seller accepts no liability but is willing to provide manufacturers “Limited Warranty”, as described below. The Buyer will inspect and reasonably test each Product upon receipt and prior to use ( flight ) in order for any warranty claim, as described below, to be valid. As limited by the provisions of this Paragraph 8, Seller warrants the UAV, Camera and Ground Station hardware and software sold by it to be free from defects in and arising from the assembly, manufacture, material, or workmanship of said Products; provided, however, that such warranty does not apply to problems that arise from such things as, but not limited to (i) accident, negligence or misuse (ii) problems relating to or residing in other components, items or services with which the Product(s) are used; (iii) use not in accordance with Manufacturer’s instructions, maximum ratings and operational guidelines, or specifications; (iv) use in an environment, in a manner or for a purpose for which the Product was not designed nor legally allowed; or (v) any modification, alteration or repair by other than Seller or an authorized representative. Seller’s entire liability and obligation to Buyer under this warranty shall be expressly limited to the repair or replacement, as Seller may determine at its sole discretion, of any defective or nonconforming UAV or Ground Station hardware and software for which Buyer has first given written notice to Seller of such defect or nonconformity in the manner as provided below. No warranty is offered, expressed or implied, on any 3rd party products sold by Seller to Buyer. No claim under this warranty shall be valid unless within seven (7) days of its receipt of any merchandise here under, Buyer shall furnish Seller, in writing, notice of any defect in materials or workmanship or nonconformity specifying in detail any such defect or nonconformity. Absent such timely notice, Buyer shall be deemed to have waived any such defect or nonconformity which could be determined based upon a reasonable inspection and testing of such goods. With respect to orders contemplating a series of shipments of merchandise by Seller to Buyer, unless Buyer notifies Seller in writing within seven (7) days of the initial shipment’s receipt (by Buyer) of any nonconformity with any applicable specifications, then Buyer shall be deemed to have waived such nonconformity with respect to subsequent shipments involving the same specifications. Other than with respect to the repair or replacement of defective merchandise by Seller under the limited warranty as provided above, Seller shall have no obligation to Buyer with respect to any monetary damages by reason of any such nonconformity or defect, and in no event shall Seller be liable to Buyer for any lost profits or consequential damages. Seller shall have the option, exercisable in its sole discretion, of requiring the return to it or an authorized representative of the defective merchandise, transportation prepaid, for inspection. In the event that some, but not all items of merchandise are defective within the terms of the limited warranty set forth above, the repair or replacement of merchandise at Seller’s option shall apply only to such defective items falling within the terms of such limited warranty and Buyer shall have no right to return or seek credit for any items not so defective.
EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, MANUFACTURER GRANTS NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR OTHERWISE.
9. USER LICENSE. Air-Vision-Air grants to the Buyer a non-exclusive, transferable license to use the Sellers products in all lawful ways. Buyer may not de-compile, recompile, disassemble, reverse engineer, adapt or create derivative works of the Seller’s Products or their components. Buyer may not change, delete, merge or rename any files or elements of the Seller’s Products in any manner. The software which forms a part of the Products may not be used in any way except as part of the Unmanned Aerial System (UAS) for which it has been developed and delivered as a whole. Buyer may not remove or alter any copyright or trademark information on the Technology and Buyer must take reasonable steps to protect the copyrights, trademarks and other intellectual property rights of the Sellers Products.
Nothing contained in this Agreement shall, by express grant, implication, or otherwise, create any right, title, interest, ownership or license in or to the inventions, patents, technical data, computer software, or software documentation of Seller. Nothing contained in this Agreement shall grant to Buyer the right to make commitments of any kind for or on behalf of Seller without the prior written consent of the Seller.
10. LIMITATION OF LIABILITY. Seller’s sole liability and Buyer’s exclusive remedy for damages from any cause whatsoever (and regardless of the form of action) shall be limited to the repair or replacement, at Seller’s sole option, pursuant to the limited warranty set forth above. In no event shall Seller be liable for damages caused by Buyer’s negligence, or for any lost profits, or other incidental or consequential damages, including loss to other machinery or equipment of which a Product of Seller is a part, even if Seller has been advised of the possibility of such damages. Buyer shall hold harmless and does hereby indemnify Seller of any liability associated with the use, or misuse, of the Product(s) whatsoever.
The Buyer is hereby advised by Air-Vision-Air that the FAA and other government agencies from the country of operation may have rules that limit or prohibit the use of Product(s) above certain altitudes or within certain ranges of airports. The FCC and other government agencies from the country of operation may have rules or regulations that prohibit or limit the use of video and/or radio communications equipment.
The BUYER and/or OPERATOR is liable and responsible to ascertain appropriate use and to obtain required permissions, licenses, etc. as may be required for correct and legal operation.
Buyer may pass on to its End User(s) the Seller’s standard limited warranty, as set forth above, including the limitations set forth below. Any warranty granted by Buyer that exceeds Seller’s standard limited warranty shall be at Buyer’s own risk and expense, and Buyer shall indemnify Seller from any liability therefore. This warranty is contingent upon the following:
(i) Product is maintained in an environment consistent with Product specifications;(ii) Product Warranty does not include efforts to remedy, repair or replace Products as a result of (i) accident, neglect; (ii) problems relating to or residing in other items or services with which the Product(s) are used; (iii) installation not in accordance with Seller’s instructions or the applicable specifications; (iv) use in an environment, in a manner, or for a purpose for which the Product was not designed or legally allowed; or (v) installation, modification, alteration or repair by anyone other than Buyer or its authorized representatives, unless specifically pre-authorized in writing by Air-Vision-Air.
11. EXPORT. Technical data disclosed here-under are subject to laws and regulations. Accordingly, the receiving party shall not transfer these product(s) or technical data received under this Agreement to any foreign person, country, foreign subsidiary or parent corporation, without specific written authorization from the disclosing party and pursuant to obtaining an appropriate export license.
12. FORCE MAJEURE. Seller shall not be liable for any failure or delay in manufacture or delivery resulting from any cause beyond the reasonable control of Seller, including by way of illustration and not by way of limitation, compliance by Seller with any government, FAA, or military regulation, or from acts of God, fires, or other casualty or accident, strikes, lockouts, factory shutdowns or alterations, embargo’s, riots or other disorders, delays or shortages in transportation, or inability to obtain sufficient quantity of fuel power, labor, manufacturing Facilities, of materials or other supplies from the usual sources of Seller. Neither shall Seller be held to the price of the Product in his quotation and/or order acknowledgment, in the event cost of materials needed for Seller’s manufacturing process of the Product, as the result of events listed in this paragraph, and being beyond the reasonable control of Seller, would increase beyond what can normally be expected during the life of the contract. Should such cost increases occur, Seller and Buyer agree to renegotiate the price for the Product based on the actual cost increases to Seller for Buyer’s Product as a result of said price increases of materials used in the manufacturing of the Product(s) in question.
13. CANCELLATION. Cancellation of orders will be subject to a cancellation charge equal to 25% of the order value. Cancellation policy not applicable to Product under construction on behalf of Buyer or that is already shipped and / or delivered to Buyer.
14. RETURN POLICY. Buyer must obtain a Return Material Authorization number (RMA#) from Seller prior to shipping any Product back to Seller. All returns are to be sent prepaid by Buyer and are subject to paragraph 10 above. Defective Product covered by warranty as described in Section 8 will either be repaired or replaced, as Seller may determine at its sole discretion, and returned at no cost to Buyer.
For damaged Product NOT covered by warranty such as, but not limited to, components that are dislocated, dislodged, or cracked and/or where printed circuit board traces or solder joints are broken or cracked, and where product MAY be repairable, the following charges apply; minimum charge and per hour service fees for repairs as then in effect, cost of components, parts, and other items as may be necessary to make repairs. Return shipping and handling costs paid by Buyer. See Appendix A.
15. DISPUTES. This Agreement shall in all respects be governed by the laws of the province of Quebec, Canada. By receipt of and/or by executing these Terms and Conditions of Sale in the space provided below,
BUYER ACKNOWLEDGES AND AGREES THAT IT HAS READ AND UNDERSTANDS THESE TERMS AND CONDITIONS OF SALE AND THAT IT WILL BE BOUND BY AND SUBJECT TO THESE TERMS AND CONDITIONS OF SALE.
Consignee / Purchaser:
Zip (country code):
Zip (country code):
In the event of product damage (a hard landing, crash, static discharge, battery overload, accident,mishandling, or similar event, etc.) where the Product(s) MAY be repairable, Seller may repair the unit at its discretion and return it to Buyer for the cost of repairs, parts, and shipping.
• Minimum charge for returning an item not under warranty for possible repairs: $200
• Per hour cost breakout for repairs: $50 hour
• Cost of components, parts, and other items as may be necessary to make repairs
• Shipping charges back to customer: packaging, handling, freight TBD
Pricing may change at the discretion of Seller.
Seller does not provide warranty of any kind for testing UAV, air-frames or any 3rd party components or parts ( ie; GPS or modems, batteries, motors, etc.) that may be purchased from Seller. Components can and do fail and often for unknown and indefinite reasons. (hard landing, static discharge, accident, neglect, etc.). Should a problem arise with 3rd party components, Buyer may choose to purchase replacement components at the then current pricing from Air-Vision-Air.
From time to time Seller will provide face to face, hands on demonstrations and user training sessions for its Products. These training sessions will be pre-scheduled for one or more Buyers at a time and will be fee based at $800.00 CAD a day. Training schedules and location of training will be solely at the discretion of Seller. Telephone and computer based (email, instant messenger, etc.) technical support will also be available. The fee for this type of support is $0 CAD / hr for normal usage limits.
Contact firstname.lastname@example.org for support.
Other technical support will reside in the various Users Guides for Seller’s products and is provided within the total sales price of Sellers Products at no additional cost to Buyer.
Acceptance of Air-Vision-Air’s Terms of Service:
(print name and company office held or ‘for myself’ if this purchase is not affiliated with a larger entity) have read, understand and accept the above Terms of Service and it’s Appendices.
Signature: ______________________________________ Date: ______________