Conditions of Sale

1. GENERAL PROVISIONS

1.1 The following terms and conditions form an integral part of the contracts concluded between the Seller and the Buyer for the purchase of products and/or services provided by DRONEBASE S.R.L..

1.2 These General Terms and Conditions of Sale apply to all transactions concluded between Seller and Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction.

1.3 Any different conditions or terms shall apply only if confirmed in writing by the Seller.

1.4 The Seller reserves the right to amend, supplement or vary the General Conditions of Sale by attaching such variations to the order proposals or to any correspondence sent in writing to the Buyer. Such variations shall be deemed to have been accepted by Buyer where Buyer fails to declare in writing to Seller any intention not to accept them within 8 (eight) days from the date of their receipt.

2. OFFERS AND ORDERS

2.1 – Each quotation sent by DRONEBASE S.R.L. to the Buyer constitutes a contractual proposal for the sale of goods and/or services coming from DRONEBASE S.R.L., and has a validity of 30 days starting from the date of its shipment to the Buyer.

2.2 – The proposed sale shall be deemed accepted by return of a copy of the quotation duly signed by the Buyer within the above 30-day period. The receipt by DRONEBASE S.R.L. of the quotation signed by the Buyer within the aforementioned 30-day period determines the finalization of the contract of sale, with the consequent assumption of the obligation to pay the price by the Buyer.

2.3 – Where the acceptance by the Buyer occurs after the period of 30 days indicated above, the same shall be considered as a new purchase proposal made to DRONEBASE S.R.L., which may reject it or accept it by express confirmation and / or even by conclusive facts. The issuance of invoice by the Seller, that is the beginning of the execution of the order received is considered as acceptance by DRONEBASE S.R.L. and determines the completion of the contract of sale, with the consequent assumption of the obligation to pay the price by the Buyer.

3. VARIATIONS

3.1 – Any request for variation of the order by the Buyer must be made in writing, under penalty of nullity, and must be considered in all respects as a proposal for modification of the contract of sale concluded with DRONEBASE S.R.L., which may reject it or accept it by express confirmation or by executing the order with the requested changes.

3.2 – Any change in characteristics, quality, quantity, and conditions in the order gives the seller the right to request a price adjustment or decline the order.

3.3 – The variations of the orders are admitted only in the case in which DRONEBASE S.R.L. has not already given execution, even if only partial. Unless otherwise agreed upon in writing between the parties, in the event that DRONEBASE S.R.L. has already forwarded the purchase order to its supplier, the purchaser will in any case be obliged to pay for all the material already ordered by DRONEBASE S.R.L., and the request for variation will be worth to all intents and purposes as an additional order in accordance with art. 4 of these contractual regulations.

4. ADJECTIVAL ORDERS

4.1 – All orders subsequent to and/or in addition to the main supply shall always be subject to all of these general conditions of sale, none excluded.

4.2 – Each additional order placed by the Buyer shall be construed as a new and independent irrevocable purchase proposal valid for 30 days from the date the order is placed. Within that period DRONEBASE S.R.L. may reject it or accept it by express confirmation and/or even by conclusive facts. The issuance of invoice by the seller, that is the beginning of the execution of the additional order received is considered as acceptance by DRONEBASE S.R.L. and determines the completion of the contract of sale, with the consequent assumption of the obligation to pay the price by the Buyer.

5. TERMS OF DELIVERY

5.1 – Unless otherwise agreed in writing between the parties, the delivery terms however indicated are not binding and are to be understood as an approximate forecast provided for information purposes only, without any commitment on the part of the Seller.

5.2 – Any delay in delivery with respect to the approximate deadline indicated does not entitle the Buyer to terminate the contract or to claim compensation for direct or indirect damages, nor does it entitle the Buyer to delay payments with respect to the agreed deadlines.

5.3 – The Seller reserves the right to suspend delivery of the goods at any time if he has information that the Buyer is in such a financial condition as to cast doubt on his solvency. The Seller reserves a similar right if the Buyer is in arrears with payments, even with reference to other supplies.

5.4 – Having prepared the goods referred to in the delivery, if for reasons or facts beyond the control of the Seller the delivery cannot take place, it shall be deemed to have been made to all intents and purposes by mere notice that the goods are ready. After ten days from the notice of ready goods, storage costs of € 10.00/day will be charged to the Buyer and DRONEBASE S.R.L. will also be exonerated from any liability for any loss and/or damage.

6. SHIPMENTS

6.1 – Unless otherwise agreed, delivery of the goods will be made at the registered office of DRONEBASE S.R.L. (Via San Giovenale 86 – 47922 Rimini – Italy).

6.2 – If the Buyer wishes delivery to be made by freight forwarder/carrier/courier, deliveries will be made to the address indicated on the quotation and/or purchase order.

6.3 – Shipments are always carried out on behalf of, at the expense and risk of the Buyer and, in the absence of instructions from the latter, by the means deemed most appropriate by the Seller, who shall not be held liable for any damage occurring during transport, not even if the carrier has been chosen by DRONEBASE S.R.L..

6.4 – All sales are for goods returned on wagon or motor vehicle free out. The Seller, pursuant to Art. 1510 paragraph 2 Civil Code, is understood to be released from the obligation of delivery by entrusting the goods to the appointed carrier/shipper/courier.

6.5 – Goods shall be insured by the Seller only upon the timely written request of the Buyer, who shall bear the cost, state the general conditions of insurance, and release the Seller from all liability.

7. REJECTION OF THE GOODS AND PENALTY

7.1 – In the event that the Buyer refuses all or part of the goods referred to in the contract, he shall pay as a penalty to DRONEBASE S.R.L.: a) if the goods have not yet been ordered by DRONEBASE S.R.L. from its supplier, a sum equal to 30% (thirty percent) of the contract value of the rejected goods; b) if the goods have already been ordered by DRONEBASE S.R.L. from its supplier, the full contract value of the rejected goods.

7.2 – In such cases, any amount already paid by the Buyer as advance payment and/or down payment will be integrally/partially retained by DRONEBASE S.R.L. as payment of the penalty provided by the previous points a) and b). It is understood that where the amount already paid by the Buyer by way of advance payment and/or down payment is less than the amount due by way of penalty to DRONEBASE S.R.L., the latter may take action against the Buyer for payment of the greater amount due by way of penalty. This is without prejudice in any case to the right of the Seller to compensation for any greater damage suffered.

7.3 – “REFUSAL” of goods (total or partial) shall mean: 1) The total and/or partial revocation of the order; 2) the non-receipt of the goods in case of delivery/shipping by DRONEBASE S.R.L.; 3) failure to collect the goods from the DRONEBASE S.R.L. plant, following written intimation sent by the seller.

7.4 – In case of non-acceptance of the goods shipped, the costs inherent in the transportation from the establishments of DRONEBASE S.R.L. to destination and return shall be borne entirely by the Buyer, as well as the costs of loading and unloading from the means of transport of the goods not accepted and returned.

8. PRICES

8.1 – Unless otherwise agreed upon in writing between the parties, the prices and terms of payment quoted in the quotation are for goods delivered ex-works and do not include ancillary services or charges unless expressly and analytically mentioned such as, but not limited to, ﬁxed charges and in particular VAT, interest, transport, packaging, assembly and installation.

9. PAYMENTS

9.1 – All payments shall be made exclusively at the Seller’s domicile and shall be made in the manner and terms stated in the quotation, order confirmation and/or invoice. Collection charges are understood to be borne by the Buyer.

9.2 – The Buyer may not for any reason diﬀerire or suspend agreed payments, not even in the event of delay in the arrival of the goods or of partial or total breakdown or loss occurring during transportation.

9.3 – In the event of late payment, the Buyer shall pay interest on arrears pursuant to Legislative Decree. 231/2002, subject to Seller’s right to compensation for any greater damages.

9.4 – It is the right of DRONEBASE S.R.L. to suspend the execution of orders in progress and of any other order accepted, if payments, even if related to other supply, are not eﬀ made within the agreed terms.

9.5 – In the event of delayed payment, the Seller moreover may consider the Buyer to have forfeited any benefit of term that may have been agreed upon and may demand immediate advance payment of the remaining supplies and/or the balance of any contract, as well as shall have the right to suspend shipment of the remaining orders even if they relate to other contracts in any case in progress with the same Buyer.

9.6 – Late payment will result in forfeiture of any agreed and granted discounts.

10. RESERVATION OF PROPERTY

10.1 – Until the Buyer has made full payment of the price, the goods supplied shall remain the property of the Seller.

10.2 – From the moment of delivery, however, the risks of loss and deterioration of the goods sold, as well as of any damage that the same may cause, are transferred to the Buyer, who is constituted depositary of the goods supplied and undertakes to take care of their preservation with due diligence and not to perform, nor allow third parties to perform, acts that may damage the guarantee and the right of ownership of the Seller.

10.3 – In case of delayed and/or non-payment (even partial) of the agreed price DRONEBASE S.R.L. may ask the Buyer to return the goods at the expense and risk of the latter.

11. MAJOR FORCE.

DroneBase s.r.l. shall not be held liable for delays in performance, inconvenience or if delivery cannot be made in the manner and time scheduled, in whole or in part, due to force majeure or otherwise beyond its control, such as natural disasters, health emergencies, etc.

12 COMPLAINTS AND WARRANTY

12.1 – Upon taking delivery of the Products, the Buyer shall immediately check the quantities and packaging of the Products, as well as perform a conformity check of the Products with respect to what is indicated in the order confirmation and record any discrepancy in the delivery note.

12.2 – With the signing of the delivery note, the material is considered accepted and liked by the Buyer both in relation to quality and to the number of parts and accessories for use.

12.3 Any claims for goods that do not conform to what was agreed upon must be made exclusively in writing by direct complaint to DroneBase s.r.l. at its registered office, within the period of no. 8 (eight) days after receipt of the goods, under penalty of forfeiture. In the case of hidden defects manifested within one year of purchase, this period of n. 8 (eight) days runs from the day of their discovery. In any case, no claim can be brought after one year from the purchase of the goods.

12.4 – The written form of the complaint and its exclusive forwarding to the registered office of DroneBase s.r.l. are considered essential elements by the parties, so that both objections made in the non-written form and objections addressed to any agents, employees and/or others will have no contractual or legal value.

12.5 – The Seller’s warranty obligation has the duration of 12 months from the date of purchase and is limited exclusively to the repair and/or replacement of goods recognized as non-compliant by DRONEBASE S.R.L. itself. Repair/replacement may be made only upon return of the disputed material to the Seller’s facilities, and with both round-trip and return freight charges borne by the Buyer.

12.6 – The obligation to repair/replace non-conforming goods is expressly excluded in the event that: (a) the design defect arises from or has been imposed by the Buyer; (b) the deterioration of the product is due to an accident or poor handling or storage conditions after delivery; (c) the malfunction results from an intervention on the equipment (modification, repair, etc.) carried out without DRONEBASE S.R.L.’s authorization; (d) the defect in operation results from normal wear and tear of the product or from negligence or lack of maintenance/service by the Buyer in relation to the recommendations of DRONEBASE S.R.L. and in particular those contained in the user manual; (e) the defect results from using the product without precaution or not in accordance with its normal purpose of use; (f) the defective operation is due to force majeure.

12.7 – It is expressly excluded under Art. 1487 c.c. any right on the part of the Buyer to seek termination of the contract, reduction of the price, compensation for damages (whether direct or indirect, whether pecuniary or non-pecuniary, whether emergent or from loss of profit and/or loss of chance) or reimbursement of expenses for any reason incurred. In particular, the Seller shall not be liable for any compensation claimed for breach or non-performance of contract, for any direct damage or loss of profit sustained by the Buyer or any third party as a result of the use, non-use, or installation of the products in other products.

12.8 – No claim relating to the quality of the goods may be asserted, not even by way of exception, if regular payment for the goods to which the claim relates has not taken place on time and in the prescribed manner. All guarantee benefits will be suspended, without notice, in the event of non-payment of all or part of the claim due.

13. REMOTELY PILOTED AIRCRAFT SYSTEM (SAPR/UAV/UAS).

13.1 – In the event that the sale relates to one or more SAPRs, UAVs or UASs, or parts thereof, by signing this contract, the Purchaser declares that he/she is a specialized professional user and that he/she is fully informed of the use and purpose for which the equipment purchased is intended, as well as of the legal regulations governing its use.

13.2 – By signing this contract, the Buyer undertakes to scrupulously comply with the regulations in force regarding the use of the equipment purchased, both Italian and international, as well as the use procedures indicated by the individual manufacturer and/or DRONEBASE S.R.L., relieving the latter in any case from any responsibility in this regard.

13.3 – The Buyer takes and acknowledges that DRONEBASE S.R.L. is in no way responsible for any penalties and/or damages that may result to the Buyer and/or third parties from the improper use of the systems by the ﬁnal user.

14. JURISDICTION

Any dispute arising in connection with the interpretation, application and/or execution of this contract shall be subject to the exclusive jurisdiction of the Court of Rimini, to the exclusion of all other courts.

15. CONSENT FOR THE PROCESSING OF PERSONAL DATA

By signing these General Terms and Conditions of Sale, Buyer acknowledges having received the information set forth in Art. 13 of EU Regulation 2016/679, in particular with regard to the rights recognized by EU Regulation 2016/679 and to consent, pursuant to and in accordance with Art. 7 et seq. of the Regulations, to the processing of personal data, either directly or through third parties, not only to comply with obligations under the law, a regulation or EU legislation, but also to fully execute all obligations undertaken under this contract.