GENERAL TERMS & CONDITIONS
General terms and conditions of the company Aero41 SA, located at chemin de Mornex 3, CH-1003 Lausanne, registered in the commercial register under number CHE-312.412.919. (Hereinafter "the Seller").
1. Scope of the GTCs
The General Terms and Conditions are based exclusively on Swiss law with the express exclusion of international law (also CISG) and apply to Switzerland as well as the countries of the European Union, insofar as the parties expressly or tacitly agree to their application. To be valid, any changes or ancillary agreements must be confirmed in writing by the Seller.
If, when concluding a contract, the customer also submits its own GTC, only the common provisions shall apply. The parts of the contract on which the GTC diverge shall be settled by written agreement.
These GTC are valid indefinitely, as long as the parties do not modify them by written agreement.
In addition, the provisions of the Swiss Code of Obligations on contracts of sale (Art. 184 ff. CO) and other laws and ordinances under Swiss law apply.
Should any provision of this contract be invalid or should the contract be incomplete, the legal validity of the remaining provisions shall not be affected. The invalid provision(s) will be replaced by a valid provision, deemed to have been concluded from the outset, and whose content will be as close as possible, from an economic point of view, to what the parties had intended. The same rule applies in the event of a deficiency.
2. Seller's Offers
Aero41 SA sells UAVs and related spare parts for agricultural use, mainly to farmers and resellers.
The information and indicative prices in the price lists and prospectuses are without guarantee. Telephone enquiries are not valid in the long term, unless it is clearly an offer.
Offers submitted in writing, by telephone, in a personal conversation, by fax or by e-mail are binding on the proposer. If the customer requests deliveries, products or services that are not included in the offer, these services will be invoiced separately.
An offer is valid for 30 days, unless the parties have agreed in writing to another term. All documents submitted with the offer remain the exclusive property of the Seller. Without the Vendor's agreement, no third party may be allowed to consult the documents making up the offer. The data that the Seller qualifies as indicative values are not binding and can only be used to estimate orders of magnitude.
An offer shall be deemed accepted when the customer gives his agreement in writing, by telephone, fax, e-mail or in a personal meeting. The Seller will confirm receipt of the order in writing.
If the customer wishes to make changes to the order confirmation, the Seller shall inform the customer within two weeks whether the change is possible and, if so, the effects it will have on the performance of the services, the deadlines and the prices. The Seller shall be obliged to submit an offer for a two-week period for the modification of the agreed performance. No changes are possible for products that have already been delivered.
The Seller undertakes to deliver the agreed products to the customer within the period specified in the order confirmation (Sales Contract), and the customer undertakes to accept these products at the agreed time and to pay for them.
Deadlines will be reasonably extended in the event of unintentional impediments on the part of the Seller, such as natural disasters, mobilisation, war, uprising, epidemics, accidents and illness, considerable operational problems, labour disputes, late or defective deliveries, as well as in the event of measures ordered by the authorities.
When the delay is due to another cause, the customer may:
renounce the following deliveries: he must inform the Seller without delay;
require partial deliveries as far as possible: such an agreement must be concluded without delay;
set the Seller a reasonable period of time for late performance of the contract: if the Seller has not performed by the end of the additional period, the customer may, provided that he declares this immediately, waive the late performance or withdraw from the contract.
The Seller shall inform the customer as soon as possible of any delay. Any damages shall be calculated in accordance with Art. 191 of the Swiss Code of Obligations.
4. Risk transfer
The risk passes to the buyer as soon as the handover protocol is signed.
5. Execution of the contract
Unless the parties have agreed on a particular place of performance, or such a place arises from the nature of the case, the products shall be deemed delivered when they are placed at the disposal of the customer at the Seller's registered office.
Unless expressly agreed otherwise, the risk and benefit shall pass to the Customer upon dispatch of the goods by the Freight Forwarder.
Unless the parties have agreed on a particular acceptance procedure, the customer must examine the conformity of the products himself and inform the Seller in writing of any defects. If the customer fails to notify defects within two weeks of delivery, the products shall be deemed to be fault-free and the delivery accepted. The customer is then obliged to make payment within the agreed period.
6. Prices and terms of payment
The prices are fixed in the offer. Value added tax is charged in addition. The Seller shall bear the cost of packaging. The buyer shall bear the transport costs and the costs for checking the goods.
Unless otherwise agreed in writing, the customer undertakes to pay a deposit of 50% of the order value at the time of signing the contract, and to pay the balance of 50% no later than 5 (five) days after the delivery date, without discount.
Amounts for services (maintenance) are due 10 days after the invoice date without discount.
If the terms of payment are not met, the Seller is entitled to :
to immediately initiate proceedings against the client;
or to demand security for all overdue claims;
and/or to execute future deliveries only against prior payment.
Where, after a reasonable additional period of time, no security has been provided or payments have not been made, the Seller may withdraw from the contract, even if the goods or part of the goods have already been delivered.
If the customer does not comply with the terms of payment, the Seller shall be entitled to claim damages.
The customer may set off its own claims against those of the Seller, insofar as they have fallen due or a court judgment has become effective.
If the customer does not meet the payment deadlines, default interest shall be due without prior notice of default from the due date; the default interest shall be 4% (four percent) above the current discount rate of the Swiss National Bank.
The Seller undertakes to execute orders carefully and to deliver good quality products. It also undertakes to carefully select, train and supervise its employees and to work in accordance with the rules of the trade. The warranty period is twenty-four (24) months, the date of delivery being decisive (with the exception of parts subject to wear and tear - batteries for example - six (6) months warranty).
The commercial guarantee is excluded for the following defects and damages:
damage resulting from improper use or mishandling, misuse, alteration or deterioration of the product caused by accidental fall or shock, faulty installation, humidity, inadequate temperature, oxidation, infiltration of liquid, dust, sand, breakage, breakage, fall, use of inappropriate electrical current;
Defects due to the installation of spare parts that do not comply with the recommendations and instructions provided by Aero41 in the user manual or the personalization of the product by the user;
defects due to repairs carried out by the user or an unauthorized third party, excluding the exchange of spare parts supplied by Aero41;
defects due to any cause other than defects in materials or workmanship;
a progressive weakening over time of the capacity of the rechargeable battery which does not constitute a defect in the material or workmanship of the product;
any use of non-approved spare parts and/or software not developed by Aero41;
products returned incomplete or partially repaired, or those whose serial number has been removed;
replacement of parts due to normal wear and tear;
software and updates (from unauthorized sources and not made by Aero41);
modification of a product made necessary to comply with technical and safety standards or specifications specific to a country or with any specification that has changed since the purchase of the product; any damage resulting from the non-conformity of a product to standards or specifications in force in a country other than the country of purchase ;
any improper packaging when returning the product to the Aero41 workshop;
any accident or natural disaster beyond the control of Aero41, including but not limited to lightning, water, fire, public disorder and improper ventilation;
any installation or service associated with the installation and uninstallation of the Product.
Important note concerning the use of a multi-rotor UAV:
The use of a multi-rotor UAV is subject to specific rules and legislation. Beyond the rules of common sense and respect for the privacy of others that prohibit the flight of individuals, animals or public places, it is necessary to have all the authorizations, diplomas or approvals relating to the use of your equipment in accordance with the law;
Aero41 declines all responsibility in the event of use that does not comply with the legislation;
Aero41 declines all responsibility in the event of material damage or injury to the physical integrity of a person in the event of misuse of the equipment sold by the company.
Important note for LiPo batteries:
LiPo batteries must be used under special conditions and according to the manufacturer's recommendations;
It is recommended to store the batteries in a cool and ventilated place, not to expose them to direct sunlight, not to place them near a heat source and to protect them from shocks;
It is necessary to use a specific charger/balancer for LiPo batteries;
It is imperative to never charge a LiPo battery to more than 4.20V per cell (max charge 25.2V for a 6S or 12S battery as delivered with the Aero41 AGv UAV);
In the same way, never over-discharge a battery, i.e. over 3.00V per cell, otherwise it will be permanently damaged, or worse, start a fire;
It is therefore essential, if you are using a device not equipped with a charge detection system (such as a video transmitter/receiver, feedback screen, glasses, LEDs, etc.), to monitor the discharge level of your LiPo battery;
Finally, in order to achieve maximum life expectancy of your LiPo batteries, it is recommended to leave them on and/or cool down for about 30 minutes after discharge before recharging them again;
Batteries that have been used outside of these recommendations, showing signs of impact, swollen cells or replaced original connectors will not be covered by the warranty. The same will apply to any battery with a purchase date of more than 6 months.
In the event of a defect in the delivered goods, the customer may, in accordance with the CO, rescind the sale or demand a price reduction, or demand other admissible things of the same kind. The provisions of the CO apply.
The warranty does not cover defects and disturbances for which the Seller is not responsible, such as normal wear and tear, force majeure, improper use, intervention by the customer or third parties, excessive expectations, unsuitable operating means or extreme effects from the environment.
When the customer resells the products, he is responsible for compliance with national and foreign export regulations. If the customer has made changes to the resold products, he shall be liable to the Seller, the buyer and third parties for the resulting damage.
The provisions on product liability are reserved.
8. Resolution of the contract by the Seller
If unforeseeable events significantly change the economic significance or the content of the deliveries or services, or if they significantly influence the Seller's work, the contract shall be adapted to the extent required. This also applies in the event of subsequent impossibility of performance. Insofar as an adaptation of the contract is not economically feasible, the Seller shall be entitled to withdraw from the contract or the part of the contract in question.
If the Seller intends to make use of the right to withdraw from the contract, he must inform the Buyer of this without delay; this also applies if he had first agreed with the Buyer to extend the delivery period. In the event of termination of the contract, the Seller may request the return of products already delivered. For his part, the buyer can demand the reimbursement of amounts already paid, following the cancellation of the contract. Any claims for damages on the part of the purchaser are excluded in such a case of rescission of the contract.
9. Exclusion of liability
These provisions exhaustively regulate all cases of breach of contract and their legal consequences, as well as all claims that the purchaser may assert on any grounds whatsoever. Under no circumstances shall the buyer be entitled to claim compensation for damage that has not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, lost profits and any other direct or indirect damage. This exclusion of liability does not extend to cases of intentional acts or gross negligence, nor does it apply if mandatory legal provisions contradict it.
10. Intellectual Property
By purchasing UAVs or spare parts from Aero41, the customer does not acquire any rights whatsoever with respect to the technology, invention or design of the product, which remains the exclusive property of the Seller.
Since the use of UAVs for agricultural purposes is regulated differently by Switzerland and the countries of the European Union and often requires authorisation, it is expressly agreed that the relevant steps are the sole responsibility of the purchaser. The customer may not invoke non-receipt of the necessary authorisation to withdraw from the contract or request the recovery of the UAV.
12. Duty to inform
The parties shall inform each other in good time of any special technical conditions, as well as of any legal provisions, issued by an authority or otherwise at the place of performance of the contract, insofar as these provisions have an influence on the performance of the contract and the use of the products. In addition, each party shall inform the other in good time of any impediment which might call into question the proper performance of the contract, or which might lead it to adopt inappropriate solutions.
13. Other provisions
Additional provisions: The provisions of Title Six of the Swiss Code of Obligations on Sale and Exchange shall apply in addition to this contract.
Severability: If any of the provisions of this Agreement shall, for any reason, be declared wholly or partially invalid, illegal or unenforceable, it shall not affect the other provisions. Invalid, illegal or unenforceable provisions shall, to the extent permitted by law, be adapted and made lawful and valid. Aero41 reserves the right to change its GTC without this being a reason for terminating previously concluded agreements.
14. Applicable Law and Place of Jurisdiction
Any dispute concerning these General Terms and Conditions, or the Contracts concluded by customers with Aero41 will be submitted to the courts of the Canton of Vaud, Switzerland, with recourse to the Federal Court being reserved.
For any query regarding these terms and conditions, please send your request via our Contact Us page.