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General Terms of Sale - Delta Drone cross

Provision of services and products

ARTICLE 1 – Scope of the General Terms

1.1 These General Terms of Sale, (hereinafter referred to as the “GTS”) apply by rights to all orders for the services and products concluded between the Customer (hereinafter referred to as “the Customer”) and Delta Drone (hereinafter referred to as “the Company”).

They constitute the basis of the commercial relationship between the parties and apply to all sales of products or services of the Company, except as otherwise specifically agreed in writing by the parties prior to the order.

All orders placed with the Company imply the full and unqualified adherence by the Customer to the GTS, to the exclusion of any other document. In particular, the Customer declares that it expressly waives its own general terms of purchase. Any conditions to the contrary imposed by the Customer shall therefore be ineffective against the Company, unless the Company expressly accepts them or unless they are mentioned in the acknowledgement of order specified in, or the accepted quotation specified in 3.1.

The Customer accepts that the Company may subsequently amend the GTS within reason, and that their relationship shall always be governed by the most recent terms in force when the order was placed.

All documents other than the present GTS, in particular all catalogues, brochures, advertisements and technical data sheets, are for information only and are non-contractual.

The Company reserves the right to depart from some of the clauses hereof, according to the negotiations conducted with the Customer, by drawing up special terms of sale.

1.2 The GTS are accessible at any time on the website www.deltadrone.com  (hereinafter referred to as the “Website”). If orders for products or services are placed via the Website, the Customer declares that it has read and accepted the GTS by ticking the box provided for that purpose before carrying out the online order procedure. 

ARTICLE 2 – Intellectual property and right of personal portrayal

2.1. All of the plans, documents and technical data given to the Customer by the Company, as well as, where appropriate, the intellectual property rights relating to them, remain the sole property of the Company. The Customer undertakes not to use these documents in any way that might infringe the industrial or intellectual property rights of the Company, and therefore cannot give them to third parties without the Company’s prior consent.

2.2. Similarly, all of the images and videos produced by the Customer are the sole property of the Company. The Company authorises the Customer to use the images that it has filmed or produced, for which it becomes fully liable.

2.3. When providing the services, the Customer must not film and must not take pictures of natural persons. If the Customer wants natural persons to be identifiable on the film made or on the photos taken, it must obtain their express and unequivocal agreement beforehand. This authorisation must be given to the Company before any performance of the service.

2.4. The Website and its content are the property of the Company. Any total or partial reproduction of this content is strictly prohibited and liable to constitute a copyright infringement.

ARTICLE 3 – Contract formation

3.1. All deliveries of products or services must be preceded by an order by the Customer, which can take the form of a purchase order or a quotation accepted during the validity period specified on the quotation, or an online order on the Website. The contract is formed when the Company sends an acknowledgement of order issued by the Company. Once the contract has been formed, it cannot be cancelled or amended and the price shall be due. Due to the technical constraints and the regulations on the use of drone systems, the mission can only be carried out if the Customer gives the Company all of the information it is asked to provide.

3.2. Exchanges between the Company and the Customer regarding the quotation, order, acceptance of the quotation and the acknowledgement of order shall be valid and binding upon the parties if they are sent by fax, email or letter.

3.3. The Company reserves the right to cancel or refuse any order from a Customer with whom it has a dispute concerning in particular the payment of a previous order.

3.4. For orders via the Website: Customers place their order online, from the online catalogue and using the form provided on the Website. For the order to be confirmed, Customers must accept these GTS, by ticking the box indicated on the Website. Their acceptance results in a confirmation email being sent by the Company, in accordance with the conditions specified below.

The Customer must enter and confirm the information concerning its company, the operators, location, type of mission and any other information required to properly perform the mission ordered. All orders imply acceptance of the prices and descriptions of the services offered. No services will be carried out without full payment at the time of the order. In certain cases, in particular in case of non-payment, an incorrect address or another problem, the Company reserves the right to block the Customer’s order until the problem is solved.

If it is impossible to carry out a service, the Customer will be informed by email. The order for the service will then be cancelled and any repayment will be made.

ARTICLE 4 – Price and late payment penalty

4.1.The price of the services has been determined according to the specific constraints of the mission.

For products, the prices are EX WORKS (EXW according to Incoterms 2010) at the Company’s production site, and are firm, net and exclusive of tax and expenses. They are ex-works and include packaging.

4.2. All orders for a product, as defined above, result in a down payment equal to 30% of the price of the product ordered, unless there is a special agreement. Except in cases of force majeure, any cancellation of an order by the Customer cannot result in repayment of the down payment stipulated.

4.3. The outstanding balance of the price of the product is payable at the end of the month, thirty (30) days after the invoice date.  No discount shall be granted in the event of early payment.

4.4. All orders for a service such as are indicated on the Website must be paid in full before it is carried out. Payment must be made online via the secure payment platform PAYPAL or by bank card. 

4.5. Pursuant to Law No. 2008-776 of 04/08/2008, late payment shall result in interest on arrears equivalent to the interest rate applied by the ECB for its most recent refinancing operation increased by 10 percentage points. In the event of partial delivery, payment of the goods delivered cannot on any account be delayed due to non-delivery or postponement of the remaining goods. In general, the Customer cannot put forward any grounds whatsoever for deferring or changing the terms of payment, in particular a dispute regarding the quality or nonconformity of the products or late delivery. In the event of non-payment of an invoice at the due date, the Company shall be entitled to suspend performance of its obligations, suspend or cancel orders in progress and/or demand immediate payment of the outstanding balance.

4.6. Pursuant to Article D.441-5 of the French Commercial Code, in the event of late payment by a Customer who is a professional, the Customer shall owe the Company, by rights, lump-sum compensation of €40 for recovery costs. The Company can ask the Customer for additional compensation, if the recovery costs and/or fees actually incurred exceed that amount, on production of receipts.

ARTICLE 5 – Delivery and acceptance

The delivery lead times are provided for information only and the Customer cannot claim the cancellation of the order, penalties or compensation and/or refuse to pay the price, on the basis of them.

Use of drones is subject to regulations that may require prior administrative authorisations. Flights can only be conducted under normal weather conditions. The Customer cannot cancel its order on the grounds that an administrative authorisation has not been obtained within the time limit or that the mission has been postponed due to weather conditions considered bad by the Company. A new date for the mission will be set by common consent between the Customer and the Company.

The products are delivered EX WORKS (EXW according to Incoterms 2010) at the production site of the Company. If the Company provides transport to the place indicated on the acknowledgement of order signed by the Customer, it acts merely as the Customer’s authorised agent. The delivery costs may then be reinvoiced in full to the Customer.

All drone systems for which services or products are marketed by Delta Drone are classified as dual-use items and are therefore subject to the control measures for exports outside the European Union, according to the provisions of Council Regulation (EC) No 428/2009 of 5 May 2009, and subject to the Company obtaining an export licence for dual-use items.

Exports of dual-use items within the European Union are not subject to any controls.

On delivery, the Customer undertakes to check the products delivered, and if it discovers any defects, short delivery or deterioration, to indicate specific reservations on the delivery slip, in the driver’s presence, during unloading of the goods delivered, and to confirm these reservations to the carrier by registered letter with acknowledgement of receipt within 48 hours of delivery. After that deadline, no complaints will be accepted and the Customer expressly waives all recourse against the Company on these grounds

The services result in a deliverable, specified in the quotation or the acknowledgement of order issued by the Company. The services are deemed to have been fully provided once the Company has provided the specified deliverable. Any additional request by the Customer must be the subject of another order. Any complaint by the Customer must be made by registered letter with acknowledgement of receipt within 48 hours of delivery.

ARTICLE 6 – Retention of title and risks

TRANSFER OF OWNERSHIP OF THE PRODUCTS AND RESULTS DELIVERED BY THE COMPANY TO THE CUSTOMER SHALL ONLY TAKE PLACE ONCE IT HAS PAID THE PRICE IN FULL.

The Customer undertakes to ensure that it is still possible for the Customer to identify the products delivered.

In the event of a claim, the down payments received shall be permanently retained by the Company as lump-sum compensation, without prejudice to any other action that the Company is entitled to take.

However, the risks shall be transferred according to the Incoterm chosen. Consequently the Customer shall insure the risks and liability for events such as, but not limited to, theft, destruction and damage that the products may suffer and/or cause, after transfer of the risks.

The data resulting from processing and the files stored on the Company’s servers belong to the Customer, who takes full responsibility for them, and in particular for their content.

However the Customer authorises the company to use them to improve the professional solutions and for statistical purposes.

ARTICLE 7 – Warranty and liability

7.1. It is up to the Customer to inform the Company of the characteristics of the services that it needs, as well as the technical information and information regarding the location required to fully assess the mission entrusted, and to make sure that the characteristics of the results proposed by the Company entirely meet its expectations. The Customer is therefore deemed to be fully aware of the services that it acquires.

For some missions, the Company can offer to install for the Customer fixed devices making it possible to obtain calibrated results. The devices shall be installed permanently on the Customer’s site, in the premises and places agreed with the Customer. The Customer undertakes not to move the devices horizontally or vertically, as any movement is likely to distort the results. The Customer alone shall suffer the consequences of any such movements.  

7.2. Regarding the products, the Company undertakes to guarantee the Customer against any defect and/or fault of any kind whatsoever, for a period of 6 months from delivery of the product specified in Article 5.

During the warranty period, the Company can choose either to replace the defective product at its expense or to repair it. Only the cost of the parts is covered by the warranty, to the exclusion of all labour costs. The guarantee does not apply to defects and/or faults caused by fair wear and tear of the products, use of the products that does not comply with the conditions of use specified in the technical documentation, any instructions by the Company or any common practice, laws or regulations in force, inadequate maintenance, negligence, installation and/or removal and/or modifications by the Customer of accessories, parts or any other device on the products without the prior written authorisation of the Company.

7.3. The services are deemed to comply with the order and are not covered by a warranty unless an objection is received from the Customer within 48 hours of delivery of the Deliverable.

THE COMPANY DOES NOT HAVE ANY OTHER EXPRESS OR IMPLICIT WARRANTY OBLIGATIONS OTHER THAN THOSE SPECIFIED IN ARTICLES 7.2 and 7.3.

7.4. If there is any doubt regarding the interpretation of a clause, the Customer acknowledges that the Company’s obligations are understood as an obligation of best efforts. 

Without prejudice to the rules specified in Article 6 and except in the case of wilful misconduct, the Company cannot on any account be held liable towards the Customer if the products delivered comply with the order and the services are provided in accordance with good practice, in particular in the event of failure by the Customer to respect the instructions applicable for installation, use, maintenance and/or safety, or if the damage is due to a defect in the installation or maintenance of the products that was not carried out by the Company.

In any case, the Company cannot on any account be held liable, either towards the Customer or towards a third party, for any indirect damage, and in particular for loss of production, loss of customers, commercial damage or damage to the brand image, resulting from possession or use of the products or the results of the services.

Furthermore, the Company cannot be held liable for use by the Customer of the images filmed or produced by it or on its behalf. As a result, the Customer alone is liable for the legal and financial consequences of its use of the shots that it takes or uses.

In all cases, except in the event of wilful misconduct, the Company’s liability cannot on any account exceed the amount paid by the Customer in return for its obligations. The Company can always block liability proceedings by bringing the off-specification product into compliance or replacing it.

In order to hold the Company liable, the Customer must send a registered letter with acknowledgement of receipt within 48 hours of the alleged non-performance. The objection must be clearly justified. Failing this, the Customer is deemed to have decided not to hold the Company liable.

ARTICLE 8 – Maintenance and Safety

In order to ensure the safety of people and property, certain products require regular maintenance as specified in the standards and/or instructions applicable to them, which the Customer declares it is fully aware of.

The Company is specialised in the monitoring and management of regulations and public safety applicable to the civilian drone industry. It manages all of the legal and regulatory framework, and combines the rules prescribed by the French Directorate General for Civil Aviation (DGAC) with the strictest principles regarding the safety of persons and property.

It is up to the Customer to contact the Company to carry out this safety maintenance before the end of each recommended period. Failure by the Customer to respect the recommended maintenance schedule releases the Company from any liability, in particular in the event of an accident.

In general, the Customer is solely responsible for frequently checking the condition and level of wear and tear of the products in order to ensure that they comply with the standards and/or instructions applicable to them.

ARTICLE 9 – Force majeure events

Performance of the contract shall be immediately suspended in the event of a case of force majeure. If the case of force majeure lasts for more than 60 days, the contract may be terminated on the initiative of one of the parties, without either party being entitled to compensation.

Events outside the control of the parties, that they cannot reasonably be required to foresee, or could not reasonably avoid or overcome, are deemed to be force majeure or fortuitous events, insofar as they make it totally impossible for them to perform their obligations.  It is expressly agreed that exceptionally bad weather, natural disasters, attacks, strikes, lockouts, riots, war, international complications, requisitioning, fires or floods on the premises of the Company or of one of its suppliers, interruptions or delays in transport, significant incidents affecting the production facilities and restrictions on the freedom to import, are in particular considered equivalent to force majeure or fortuitous events that release the Company from its obligations.

ARTICLE 10 – Proof

In the event of a dispute, the parties agree to accept faxes and emails as original documents that may be used as evidence, and shall not contest this means of proof.

For orders via the Website, the computerised registers stored in the Company’s computer systems under reasonable security conditions, shall be deemed to be proof of the communications, orders and payments that have taken place between the parties.

ARTICLE 11 – Protection of personal data

The Company declares and guarantees that the Customer’s personal data are collected and processed within the limit of what is strictly required to process the orders and carry out the GTS, in accordance with Regulation (EU) 2016/679 of 27 April 2016 and Law No. 78-17 of 6 January 1978 known as the French Data Protection Act, as amended by the Law No. 2018-493 of 20 June 2018 on the protection of personal data.

The data will be retained for as long as required to carry out the GTS, and at most for a period that cannot exceed five years from the order date, unless the Customer exercises, under the conditions specified below, one of the rights assigned to it by the laws and regulations in force, or if a longer retention period is authorised or imposed by a legal or regulatory provision.

During that period, the Company shall put in place the organisational and technical means to ensure the confidentiality and security of the data, access to which is strictly limited to the Company’s employees and agents who are authorised to process them due to their position and bound by a confidentiality obligation. The Company undertakes not to sell, rent, transfer or give access to third parties to the aforementioned data without the Customer’s prior consent, unless it is compelled to do so on legitimate grounds (legal obligation, fight against fraud and abuse, exercise rights of defence etc.).

In accordance with the laws and regulations, the Customer has the right to access their personal data, request its rectification, portability and erasure, and to restrict processing of it. The Customer can also object to the processing of their personal data, on legitimate grounds. Subject to providing valid proof of identity, the Customer can exercise the rights listed above by sending a request by letter to the address of the Company’s head office, for the attention of the Controller of the personal data, which shall have one month from receipt of the request to reply to it.

By accepting the GTS, the Customer expressly agrees to the processing of their personal data.

ARTICLE 12- Applicable law and competent court

The GTS are governed by French law.

FAILING AMICABLE AGREEMENT, ALL DISPUTES RESULTING FROM THE OPERATIONS SPECIFIED IN THE GTS SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT WITH JURISDICTION OVER THE COMPANY’S HEAD OFFICE, WHICH IS EXPRESSLY ACCEPTED BY THE CUSTOMER.

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