1.  General

1.1 Unless otherwise agreed in writing, these General Terms and Conditions shall govern all contractually agreed services and supplies of senseFly LLC’s product by Ag Business & Crop Inc. (hereinafter called the Supplier).

1.2 All oral or written representations, agreements, statements and terms made by any sales representative acting on behalf of the Supplier or made by any other person shall not be binding upon the Supplier unless in writing and set out in the customer’s accepted purchase order.

1.3 In the event of any inconsistency between the terms and conditions set out herein and the terms, conditions and provisions of any specific purchase order signed by a customer and accepted in writing by the Supplier, then the terms, conditions and provisions of such purchase order shall prevail.

  1.  Placement of Order

2.1 Acceptance of a purchase order shall occur upon written confirmation thereof by the Supplier.  If the Supplier changes the terms of the purchase order, then the customer must promptly initial such changes and return the purchase order to the Supplier with such changes initialed to confirm an accepted purchase order.

  1.  Contents of Ancillary Document

3.1 Contents of manufacturer’s brochures, catalogues and technical documents relating to the products shall, not constitute and shall not be construed as a warranty on the part of the Supplier.

  1.  Prices and Packing

4.1 All prices shall be deemed net and exclusive of taxes and duties (value added tax, customs, etc.) ex Supplier’s site, exclusive of packing and shipment costs and without deductions.

  1.  Terms of Payment

5.1 If no product payment terms are otherwise agreed to in writing, payments shall be due as follows: fifty percent (50%) of the invoiced amount on the date of receipt by the customer of the Supplier’s invoice and the remaining fifty percent (50%) prior to the product being shipped or delivered to the customer.

5.2 The Supplier reserves its right to request from the customer, full payment of the invoiced amount in advance upon acceptance of the relevant purchase order.

5.3 Timely payments shall be made even if carriage, delivery, assembly, commissioning or acceptance of the supplied products or services are delayed or prevented for causes for which the Supplier is not responsible or which are beyond its reasonable control such as acts of God or if minor parts are missing or if slight subsequent improvements prove necessary.

  1.  Retention of Title

6.1 Products shipped to a customer shall remain the Supplier’s property until full payment by the customer of the invoiced amount.   If the full invoiced amount for the product is not paid in full prior to shipment, then the customer does hereby grant to the Supplier a purchase money security interest (“PMSI”), as such term is defined in the Personal Property Security Act of Ontario (“PPSA”) in the product and the proceeds thereof until the invoiced amount for the product and any interest in such invoiced amount has been paid in full to the Supplier.  All the rights of the Supplier as secured party, with a PMSI are granted to the Supplier by the customer and reserved by the Supplier.  None of the products purchased by the customer consists of consumer goods.  The product will be located at the customer’s billing address referred to on the applicable purchase order.

6.2 The customer shall not dispose of or encumber products until the Supplier has received full payment for the invoiced amount.

  1.  Delivery Deadlines

7.1 The delivery deadline set out in the accepted purchase order shall be deemed met by the Supplier if notice of dispatch has been forwarded to the customer before expiry of the stated deadline, confirming that the product has been delivered to the shipper.

  1.  Dispatching and Passing of Risk

8.1 Each consignment shall be sent to the customer with a consignment note, quoting the relevant order number.  Shipment costs shall be for the customer’s account.  Special requirements for dispatch, shipment and insurance shall be provided promptly to the Supplier after the purchase order is accepted failing which the Supplier shall have no obligation to provide special dispatch, shipment and insurance requirements.

8.2 Risk of any damage to or loss or destruction of the product shall pass to the Purchaser on delivery to the shipper.  

  1.  Place of Performance

9.1 The place of performance of the sale of the product shall be the Supplier’s site.

  1.  Acceptance

10.1 All products shall be inspected by customer immediately upon receipt of delivery of the product.  Any product defects shall be reported to the Supplier immediately in writing, and within no more than seven (7) calendar days from delivery, failing which the Supplier shall assume no responsibility to receive the return of the product or to assist with warranty claims.

  1.  Limited Warranty

11.1 The Supplier does not provide any warranty with respect to the products.  The manufacturer may warrant that the delivered products will be free from defects in workmanship and materials for a period of twelve (12) months from the date that the item was first purchased by the customer as specifically referred to in the manufacturer’s warranty materials included with the shipped product.  If during the warranty period, any product is alleged by the customer to be defective and the Supplier or manufacturer, after an inspection of such product, agrees that there is a defect covered by the applicable warranty then, at the Supplier’s or manufacturer’s sole option, the Supplier may either repair or replace the defective product with a similar product at no charge or reimburse all or some of the invoiced amount paid by the customer; provided that the defective product is returned with proof of purchase in the form of the customer’s original copy of the sales receipt, within the applicable warranty period and subject to the provisions of paragraph 10 above.

11.2 The manufacturer’s warranty excludes defects due to normal wear and tear including, but not limited to, deterioration to the airframe after first flight, normal degradation, misuse, exposure to moisture or liquids, proximity or exposure to heat, accidents, excessive strain, abuse, neglect, misapplication, repairs or modifications made by anyone other than the Supplier or manufacturer or other causes for which the Supplier is not answerable including the customer’s failure to maintain the product in accordance with the manufacturer’s or Supplier’s published maintenance program.

11.3 There are no express or implied warranties, representations or conditions other than those stated in the manufacturer’s limited warranty referred to herein.  The manufacturer’s limited warranty is made in lieu of all other warranties, representations or conditions, whether expressed or implied, including without limitation, merchantability or fitness for a specific purpose.

11.4 The provisions outlined in this paragraph 11 and paragraph 14 below shall be the sole, exclusive remedy of the customer with respect to any defective product and damages or costs and expenses incurred or suffered by the customer arising from or in connection with such defective product.

  1.  Liability

12.1 In no event shall the Supplier be liable to the customer for loss of profit, business revenue, goodwill or anticipated savings or profit and/or any other indirect or consequential loss or damage caused by a defective product sold to the customer.

12.2 It is the customer’s sole responsibility to ensure that its use of the product conforms to and is in compliance with the applicable laws of the jurisdiction in which the produce is operated.  The customer should inform himself or itself with respect to the proper and safe handling and use of the product before using the product.  Some jurisdictions may have laws that limit the use of unmanned aircrafts to “line-of-sight” operations and/or prohibit the use of unmanned aircraft in some specific areas and it is the customer’s responsibility to keep informed of and abide by all laws and regulations passed by any government authority respecting use of the product.

12.3 Under no circumstances will the Supplier be liable for any direct, indirect, special, incidental or consequential damages relating to the use or operation of the product including, but not limited to, any damages caused by the customer to any person or property  or with respect to any loss of revenue, loss of profit, loss of data, or economic loss, whether based upon any alleged breach of warranty, representation or condition, contract, or any other conduct, including negligence or intentional acts giving rise to such claim.

12.4 Under no circumstances will the Supplier be liable for any direct, indirect, special, incidental or consequential damages including, but not limited to, any damages caused by failure of the autopilot, electronics or software.  The customer shall not operate the Product in areas or under circumstances where a failure could cause damages and/or harm to objects and/or people.

  1.  Subsequent Improvement and Supply of Substitutes

13.1 In the event a product shipped to a customer does not conform to the terms of the applicable accepted purchase order, the Supplier reserves the right, at its discretion, to remedy such deficiency by subsequent improvement, repair or supply of substitute product of equal or greater value and functionality.

  1.  Rights

14.1 Rights to developments, inventions, production processes and other intellectual property rights inherent in and forming part of the product are the property of the manufacturer and the customer shall make no claim to ownership of such rights.

  1.  Approvals

15.1 If government or regulatory approvals are required in any form with respect to the customer’s purchase or use of the product, then such approvals shall be the responsibility of the customer at his or its cost.

  1.  Applicable Law and Jurisdiction

16.1 These terms will be governed by and construed in accordance with the laws of Canada.