General Terms and Conditions
of Sale and Supply of AI-Survey GmbH

1. Scope

1. The following General Terms and Conditions of Sale and Supply of AI-Survey GmbH (hereinafter “Sales GTCs”) shall apply exclusively for all contracts for delivery of AI-Survey Products (hereinafter “Products”) and services, which the customer shall acknowledge by issuing the order or by taking receipt of the delivery. Additional or different terms and conditions of the customer shall not be acknowledged unless their validity is expressly agreed in writing. Our terms and conditions shall also apply if, aware of additional or different terms and conditions of the customer, we provide the customer with the delivery or service without reservation without making renewed reference to the Sales GTCs.

2. AI-Survey Sales GTCs shall also apply for all future business with the customer. If additional or conflicting terms and conditions of the customer are expressly agreed to once, that shall not mean that they shall form the basis of any future business. The Sales GTCs cannot be changed, waived or supplemented through a subsequent order or message from the customer without the express written consent of AI-Survey.

2. Contract conclusion

1. Quotes issued electronically, verbally or in writing by AI-Survey shall be non-binding and shall not represent a quote in legal terms, but shall be understood only as an invitation for the customer to place a binding order.

2. An order signed by the customer shall be deemed to be a binding quote. The contract shall be concluded only once a written order confirmation of AI-Survey has been received by the client, or AI-Survey has made a direct delivery and shall be based exclusively on the contents of the order confirmation and these Sales GTCs. Verbal agreements or commitments must be confirmed in writing by AI-Survey in order to become effective.

3. AI-Survey reserves all rights (in particular ownership and intellectual property rights) with regard to drawings, models, templates, samples, similar objects and all other sales documents. They must not be used for purposes other than for the deployment, commissioning, use and maintenance of the Product or replacement parts without the express consent of AI-Survey and may be made accessible to third parties only after AI-Survey has provided its prior written consent and are to be immediately returned to AI-Survey upon request.

3. Product-related obligations of the customer, participation in training, software

1. In any case and regardless of individual prior knowledge, the customer is strongly advised to take part in the training offered by AI-Survey on how to operate and use the Product prior to using the Product, in particular aircraft, for the first time.

2. AI-Survey accepts no liability for damages whatsoever on any legal grounds, which results of negligent or intentional operating and application errors following delivery. The customer alone shall be responsible for airworthiness and safe operation and use in line with (i) the documentation delivered with the Product, (ii) the content of AI-Survey’ training and (iii) general expertise. The customer alone shall be liable for such damage even if it has taken part in AI-Survey’ trainings for the use of the Product.

3. Modifications to the Product must not be made without the prior written consent of AI-Survey and shall invalidate the warranty rights in accordance with section 9.

4. The software, included as part of the delivery, shall be subject to the provisions of the applicable licence agreements. Such licence agreements shall be provided together with the software. The respective software licensor shall provide the customer only with licenses to use the software.

5. In the event that the Product contains third-party software, which is necessary to use the Product in its entirety, the customer undertakes to conclude a separate software licence agreement, if applicable, with this third party.

4. Export control

1. When operating and using the Product, the customer must comply with the locally applicable legal and regulatory provisions in each case. As such, the customer shall alone be responsible for acquiring legally required permits, permissions and licences for operating AI-Survey Products.

2. Airfields must be chosen ensuring that there would be no danger for people or property in the event of faulty operation or unexpected malfunctions. AI-Survey shall also not be liable for any damage to people, property, or the Product itself resulting from the use of the Product for a purpose other than that set out in the specifications.

3. Products are subject to export control and are therefore principally intended only for the end customer in each case and not for re-sale and, when used, are subject to the applicable legal provisions in the agreed country of delivery, including the acquiring of pilot licences.

4. Products are intended solely for non-military use. Exceptions may be made solely based on stand-alone contracts with AI-Survey and the competent authorities.

5. Products are intended to be used and to remain in the country of delivery agreed with the customer. The export and import of the Product in countries other than the original country of delivery for private or commercial use of the Product may be subject to authorisation for the customer and shall be subject to the foreign trade regulations of the countries involved in the re-export. The customer alone must obtain the necessary export and re-import licences, for example from the German Federal Office for Economic Affairs and Export Control (BAFA) or the Bureau of Industry and Security, U.S. Department of Commerce, with no obligation for AI-Survey to support the customer in such endeavours.

5. Prices and payment terms

1. The prices stated in our order confirmation shall apply. Unless agreed otherwise in writing, AI-Survey’s price list at the time of contract conclusion shall apply.

2. All prices shall be deemed to be in EUROs, ex AI-Survey factory, plus statutory VAT in each case and plus the costs for transport, transport insurance, packaging and handling.

3. Customs and other taxes, duties, charges, etc. on account of foreign provisions and costs arising in connection therewith shall be for the customer’s account.

4. If, once the contract has been concluded, AI-Survey is subject to cost increases, in particular on account of wage agreements, material price increases or exchange rate fluctuations, the parties shall re-negotiate the agreed prices.

5. Unless agreed otherwise, invoices shall be due for payment when received by the customer and must be settled immediately, no later than fourteen (14) days after invoice receipt without deductions. The place of payment shall be our place of business. Payments by the customer shall be deemed to have been made only when AI-Survey has the amount at its disposal.

6. Should the customer delay making a payment, AI-Survey shall be entitled to demand late payment interest of 9% p.a. above the respective base rate, without prejudice to other rights. The exercising [of its rights in terms of] further damage caused by delay shall remain unaffected..

7. All outstanding accounts payable shall, in the event of a payment delay by the customer, be due for immediate payment.

8. The customer shall not be entitled to withhold payments due to counterclaims or offset payments with counterclaims unless the counterclaims are uncontested or have been deemed to be legally valid

9. If, once the contract has been concluded, AI-Survey becomes aware of a substantial deterioration in the customer’s financial circumstances (e.g. because the customer defaults in payment), AI-Survey shall be entitled to provide outstanding deliveries or services only against pre-payment or the provision of security. If, after a reasonable period of grace, the latter have not been provided, AI-Survey may withdraw in full or in part from the contract without prejudice to other rights.

6. Retention of title

1. AI-Survey shall retain the title of the Products supplied until full payment of all AI-Survey’ claims from the business relationship with the customer (hereinafter “Retained Product”). Where an account is outstanding, the retained title shall be used to secure outstanding balances due to AI-Survey.

2. Should the customer breach applicable law by using the Retained Product or cause damage to property or people by using the Products, the customer alone shall be liable therefor even where there is still retention of title..

3. The customer shall not be entitled to re-sell the Retained Product or offer it for sale in the ordinary course of business or in any other way.

4. The customer shall not be entitled to pledge the Retained Product, assign it as security or dispose otherwise of it, which jeopardise AI-Survey’s ownership. Should a third party nevertheless acquire rights over the Retained Product, the customer shall transfer all rights resulting therefrom over the Retained Product to AI-Survey. AI-Survey shall accept the transfer.

5. The customer shall at any time provide AI-Survey with all requested information on the Retained Product or on claims, which have been transferred to AI-Survey in accordance therewith. The customer must notify AI-Survey of seizures or claims of third parties with regard to Retained Product immediately and by surrendering the necessary documents. The customer must also inform the third party of AI-Survey’s retention of title. The costs of defending against such seizures and claims shall be for the account of the customer. If, according to the applicable law, the retention of title is not effective in the form set out herein, the customer must do everything in its power to immediately order a comparable security interest.

6. If the Retained Product are processed, combined, blended or mixed with other objects, AI-Survey shall acquire joint ownership of the new item in the proportion of the value of the Retained Product to the other objects at the time of processing, combining, blending or mixing.

7. Should the customer delay payment, AI-Survey may, without prejudice to other rights, following an appropriate period of time for payment set for the customer which has proven fruitless, withdraw from the contract, take back the Retained Products and turn it to account in order to settle outstanding accounts payable against the customer.

7. Delivery

1. Only AI-Survey’s written or text-form instructions shall apply with regard to the type, scope and time of deliveries and the agreed conditions. Subsidiary agreements and amendments must also be made in writing.

2. Unless otherwise stipulated in the order confirmation, delivery shall be ex factory in Altenkirchen, Rathaussraße 1.

3. Unless otherwise specifically stipulated by the customer, dispatches shall be made using an appropriate shipping method in the usual packaging. The transport costs as well as the loading and packaging costs shall be for the customer’s account. That shall also be the case for returns. Insurance shall be arranged only upon request and shall be for the customer’s account.

4. Transport packaging and other packaging in accordance with the Packaging Ordinance shall not be taken back, except for returns containers specifically labelled by us. The costs involved in disposing of the packaging shall be for the customer’s account.

5. Risk shall be transferred to the customer when the item for delivery is delivered by AI-Survey to the transport company or directly to the customer.

6. Delivery dates and delivery timeframes shall be binding only if expressly agreed in writing. Delivery timeframes shall begin on the date of the order confirmation, however not until the documents, permits, approvals and information to be obtained by the customer have been provided and any agreed pre-payments have been received. The timeframes shall be extended accordingly if additional or supplementary orders are placed at a later date.

7. The delivery timeframe shall be deemed to have been met if the Products have left the warehouse by the end of the delivery timeframe or notification has been provided stating that the Products are ready to be shipped.

8. Events of force majeure which are unforeseeable, unavoidable and outside of AI-Survey’s sphere of influence and for which it is not liable, such as industrial action, strikes and lockouts of AI-Survey or suppliers, as well as war and natural disasters, shall release AI-Survey from its obligation to provide timely deliveries or services for their duration. Agreed timeframes shall be extended by the duration of the disruption. AI-Survey shall also not be liable for the aforementioned circumstances if they occur during a period in which it is already in default, meaning that no claims for compensation may be made. The customer shall be immediately informed of the beginning and end of such obstacles. If delivery is rendered impossible for a period of at least three (3) months as a result of force majeure, both parties shall be entitled to withdraw from the contract.

9. If, once the contract has been concluded, a substantial deterioration in the customer’s financial circumstances occurs or is identified, which jeopardises claims for payment, AI-Survey shall be entitled to refuse to fulfil its own contractual obligations under the contract or to provide services under other contracts already concluded with the customer until the customer fulfils its obligations under that contract or provides security therefor.

8. Inspection duty

1. Unless agreed otherwise, the customer must inspect the Product, immediately following delivery, for defects and immediately inform AI-Survey in writing of any defects or deviations, describing the shortcoming in detail.

2. The customer must report non-obvious defects in writing as soon as they are discovered, no later than within the warranty period of one (1) year following delivery.

3. Should the customer miss the cut-off periods mentioned in points 1 and/or 2, the goods shall be deemed to have been accepted and as a consequence the customer shall lose its rights with regard to defects in accordance with section 9.

4. Any transport damage or missing parts identified at the time of delivery must also be noted on the shipper’s notice of receipt in accordance with section 438 of the German Commercial Code.

5. If the examination of the notice of defects shows that there are no material defects, AI-Survey shall be entitled to invoice the customer for a one-off fee for the effort involved/one-off processing fee. The customer shall, in that case, be at liberty to provide evidence for a lower amount than that invoiced for.

6. Outbound and return transport, also in the case of an unjustified refusal of acceptance, as well as inspection and re-warehousing of AI-Survey Products which, by way of derogation from 9.4 of the Delivery GTCs, are not defective or are no longer within the warranty period shall be carried out at the customer’s risk and expense. In any case, they must have a returns covering note with an RMA number and customer number as well as a description of the defect(s). Returns shall be accepted only subject to our examination and without acknowledgement of a defect.

9. Warranty

1. There shall be no warranty claims or guarantees for Products and devices, which, upon express request by the customer, are delivered with defects expressly specified by AI-Survey. The customer shall alone be responsible when purchasing and using defective Products or Products classified as being non-fully functioning.

2. When selling used Products and Beta phase devices, unless agreed otherwise in the order confirmation, AI-Survey shall not provide any warranty or guarantee.

3. AI-Survey do not grant any warranty or guaranty whatsoever for Products provided free of charge, in particular firmware/software and application software, including their free updates and free downloads from an AI-Survey website. That shall not apply in the event of wilful intent or malicious deceit on the part of AI-Survey.

4. AI-Survey warrants, for a period of one (1) year following delivery, that the Product will, when used as intended, have the contractually agreed conditions at the point of transfer of risk. The contractually agreed conditions shall be conclusively described in the user manual supplied with the Product in each case. Only negligible deviations from the user manual shall not be deemed to be deviations from the contractually agreed conditions. AI-Survey shall not assume any warranty or guarantee for the suitability of the Products for a specific purpose.

5. Information in catalogues, price lists, informative material, Product descriptions and details as part of the contract negotiations or in external advertising shall not provide any warranty or guarantee as to the Product’s conditions, unless expressly described as such in writing by AI-Survey.

6. Should a Product prove to be defective, AI-Survey shall, at its sole discretion and expense, repair the defective part or the entire Product or deliver a replacement. Replaced goods or parts shall be returned to AI-Survey and shall become the property of AI-Survey.

7. AI-Survey may make those remedies dependent on the customer paying part of the contractually owed payment corresponding to the value of the defective Product.

8. The customer shall not have any warranty rights for such defects or damages resulting from misuse, negligence, inappropriate or improper use, operating or application errors, improper installation, insufficient maintenance, unauthorised modification, disregard for or non-compliance with the operating instructions, incorrect assembly, incorrect commissioning, normal wear and tear, unauthorised opening of, or repair or amendment to the Product, excessive stress or resulting from other reasons which are not part of the intended use or which occur as a result of an accident or fire, provided that AI-Survey is not liable for those damages.

9. If repair or replacement have failed twice, AI-Survey shall refund the purchase price corresponding to the reduced value of the good or withdraw from the contract in accordance with legal regulations. The customer’s claims for damages due to defective Products shall, in accordance with section 10, be excluded or limited to the extent permitted by applicable law. In the event of a withdrawal, the customer shall compensate the usage benefits enjoyed up until the withdrawal.

10. When AI-Survey processes a notice of defects from the customer, this shall not represent acknowledgement of any defect.

11. In case of defective Product parts acquired via AI-Survey, which are covered by the warrant, guarantee or liability granted by another manufacturer, the customer shall be obliged to claim against the other manufacturer before making claims against AI-Survey.

12. All other claims of the customer shall be excluded unless section 10 stipulates otherwise.

10. Liability

1. Without prejudice to unrestricted liability for wilful intent and gross negligence and on account of injury to life, limb or health and for statutory liability, in particular from product liability, fraudulent intent and guarantee, the following liability limitations shall apply for the actions and omissions of AI-Survey and its officers, employees, representatives and agents, irrespective of the contractual or legal grounds.

2. For simple negligence, AI-Survey shall be liable only provided that significant contractual obligations (cardinal obligations) have been breached and limited to damage typical for the contract and foreseeable at the time of contract conclusion. AI-Survey shall not be liable for the slightly negligent breach of minor contractual obligations.

3. AI-Survey‘ liability for indirect, unforeseeable or consequential damage, loss of profit, business interruption and financial losses is excluded in the case of slight negligence.

4. Should the customer sell the Product unchanged or after processing, restructuring, combining, mixing or blending it with third party goods, it shall hold AI-Survey harmless with regard to Product liability claims of third parties, provided that the customer is responsible for the defects leading to the liability.

5. The customer shall be obliged to take appropriate measures to prevent and minimise damage.

6. Liability other than that set out in these Sales GTCs shall, regardless of the legal ground, be excluded.

11. Industrial property rights and safety instructions

1. The Products, software and circuit diagrams, drawings, designs, descriptions and similar documents (hereinafter “Documents”) are subject to registered or unregistered intellectual property rights, in particular industrial property rights, copyrights and patents of AI-Survey or third-party manufacturers and licensors. All logos, trademarks, protection right notices, safety instructions and warnings must not be changed, covered or removed by the customer. Documents may be made accessible to third parties only with the prior written consent of AI-Survey.

2. Should a third party bring justified claims against the customer on account of breaches of protection rights by Products supplied by AI-Survey and used in accordance with the contract, AI-Survey shall, at its sole discretion and expense, either acquire a license to use the Products, modify the Products so that they no longer breach industrial property rights or replace the Products. Where that is not possible or reasonable for AI-Survey, the customer shall have recourse to the statutory rights of withdrawal or rights to reduce the price. Claims for damages shall be subject to sections 9 and 10.

3. The obligations in accordance with § 11.2 shall apply only provided that the customer is not responsible for the damage itself, in particular by means of unforeseen use, unauthorised modification or combining of the Product with third-party Products. The customer shall inform AI-Survey immediately in writing of claims brought by third parties. AI-Survey shall have recourse to all defensive measures and settlement negotiations. In consultation with the customer, the Product should be ceased to be used in order to minimise damage, or for other important reasons, and explanations should be provided to the alleged holder of the protection right, stating that no acknowledgement of a breach of a protection right should be assumed.

12. Applicable law, jurisdiction and final provisions

1. Only the law of the Federal Republic of Germany shall apply to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) for all legal relationships between AI-Survey and the customer.

2. The sole place of jurisdiction for all disputes, disagreements or claims whether in relation to the contractual relationship or not shall be Altenkirchen. That shall also apply if the customer does not have a general place of jurisdiction in the Federal Republic of Germany or has transferred its usual residence abroad since contract conclusion. However, AI-Survey reserves the right to bring legal action against the customer in any other legal jurisdiction.

3. The exclusive place of performance for all obligations deriving from the contractual relationship shall be Altenkirchen.

4. The assignment of any of the customer’s claims against AI-Survey deriving from the business relationship must be agreed to in writing in advance by AI-Survey in order to be effective, and such agreement may not be unfairly refused in the event of a legitimate request.

5. Should individual provisions of these Sales GTCs or parts thereof be or become fully or partly ineffective, the effectiveness of the Sales GTCs as a whole shall not be affected thereby. The ineffective provisions shall be replaced by effective provisions, which come as close as possible to the Sales GTCs as a whole and other contractual agreements in actual, legal and economic terms. The same procedure must be followed in the event that a gap in the Sales GTCs is uncovered.

6. Subsidiary agreements and deviating agreements must be made in writing. That shall also apply to the waiver of the requirement of the written form.

AI-Survey GmbH
Rathausstraße 1
57610 Altenkirchen, Germany
e-mail: info@ai-survey.com