General Terms of Sales

1. ACCEPTANCE OF ORDER
The acceptance by Vision Aerial, Inc. (Seller) of Buyer’s order is expressly contingent upon Buyer’s acceptance of the Terms and Conditions stated herein, unless otherwise specifically agreed in writing signed by Seller. Any terms or conditions stated by Buyer in any prior correspondence are hereby objected to and not accepted by Seller. Buyer’s acceptance of, or Seller’s provision of, goods or services covered by this order shall not constitute acceptance by Seller of Buyer’s terms and conditions. Seller is under no obligation to manufacture or to ship the goods until Buyer’s acceptance of these Terms and Conditions.

2. PRICE
(a) Unless stated otherwise, all prices quoted are in U.S. Dollars. Freight on Board (F.O.B.) is Seller’s place of business in Bozeman, MT, USA. Possession of goods shall pass to Buyer on delivery by Seller to the carrier at point of shipment. Buyer will be responsible for freight and insurance charges for all goods shipped as specified on the order. (b) Prices and orders do not include federal, state, or local excise, sales use, or other taxes now or hereinafter enacted, which are applicable to the goods sold hereunder. Such tax or taxes will be added by Seller to the sales price when Seller has the legal obligation to collect the same and will be invoiced to and paid by Buyer unless Buyer provides Seller with a proper tax exemption certificate. (c) Prices quoted are for goods and services only and do not include technical data, proprietary rights of any kind, patent rights, qualification, or other than Seller’s standard tests unless expressly agreed to in writing by Seller. (d) All quotations are valid for thirty (30) days, and expire thereafter unless extended by a written agreement between the parties.

3. PAYMENT TERMS
All sales are subject to payment terms of net thirty (30) days upon credit approval or unless other arrangements are made prior to shipment of goods. C.O.D. or other prepayment terms may be required at the discretion of Seller by written notification to Buyer. Seller reserves the right to charge interest at 1.5% per month on all overdue balances. Seller reserves a purchase money security interest in the goods sold hereunder and the proceeds thereof, in the amount of the purchase price. In the event of default by Buyer on any of its obligations to Seller, Seller shall have the right to repossess the goods sold hereunder without liability to Buyer. This security interest will be satisfied by payment in full.

Buyer shall cooperate fully with Seller to execute such other documents and to accomplish such filings and/or recordings thereof as Seller may deem necessary for the protection of Seller’s interests in the goods furnished hereunder.

If the Buyer supplies a necessary component for integration with a new system that is not provided in a timely fashion, the Seller reserves the right to invoice the sUAS upon completion.

4. CHANGES
Constructive changes may be made to an order but any such changes shall be agreed to, in writing, between the parties. Seller reserves the right to stop work until an agreement is reached on the cost and schedule impact of the constructive changes requested by Buyer and Buyer accepts there may be some impact on the delivery schedule as a consequence of such constructive changes.

5. CANCELLATION
If Buyer cancels their order or any portion thereof, a thirty (30) day written notice must be issued prior to the intended date of cancellation. Buyer agrees to reimburse and pay Seller for the full price of finished goods, all inventory obligated to or received to fill the order, and any work-in-process as of the date of cancellation, including all costs incurred by Seller to stop work and cancel subcontracts or orders in force and outstanding. Seller agrees to use reasonable efforts to attempt to obtain the best available terms possible for Seller’s order or contract cancellations resulting from Buyer’s cancellation.

6. SUBSTITUTIONS AND MODIFICATIONS
Seller will have the right to make substitutions and modifications in the specifications of goods sold by Seller, provided that such substitutions or modifications will not materially and adversely affect overall product performance. Modifications internal to the product, which do not affect performance or appearance in a significant way, can be made solely at the discretion of Seller.

7. SELLER’S RIGHTS TO SUB-CONTRACT
Seller may subcontract any portion of the work on any item subject to this agreement, but Seller’s obligations and rights hereunder shall not thereby be limited or affected.

8. COMPLIANCE WITH U.S. EXPORT AND RE-EXPORT CONTROL REGULATIONS
It is the policy of Seller to strictly comply with U.S. export control laws. Furthermore:
(a) Buyer shall not sell or otherwise transfer any goods or technology to, or for the use of, any ultimate purchaser with which Seller could not do business under the laws or regulations of the United States, including, without limitation, the regulations of the U.S. Departments of Commerce, Defense, Energy, State, and Treasury. Buyer shall also comply with all other laws and regulations of the United States relating to the sale or transfer of Seller’s goods or technology.

(b) Buyer agrees that it will not sell, divert, transfer or disclose Seller’s goods or technology to a country or countries embargoed by the United States or any prohibited entities unless authorized by the United States Government.

(c) The applicable U.S. restrictions vary depending on the specific product or technology involved and its destination. In some cases, U.S. laws and regulations require U.S. authorization for the sale, transfer or disclosure of Seller’s goods or technology to other parties. Prior written U.S. authorization may be required for the disclosure through oral, visual, written or other means to other parties of Seller’s technology related to the design, development, manufacture, operation, maintenance or repair of Seller’s goods.

(d) Willful violation of such regulations shall be considered just cause for the immediate and unqualified cancellation of this agreement by Seller without any liability of Seller.

(e) Buyer agrees to immediately transmit any information that may come to its attention concerning violations of such regulations by Buyer’s customers.

(f) When Buyer is uncertain about the obligation imposed by U.S. laws or regulations, Buyer agrees to obtain clarification from Seller or from the appropriate U.S. Government agency.

9. PROPRIETARY RIGHTS
The sale of the goods hereunder to Buyer shall in no way be deemed to confer upon Buyer any right, interest, or license in any patents or patent applications or copyrights Seller may have covering the goods. Seller retains for itself all proprietary rights in and to all designs, engineering details, and other data and materials pertaining to any goods supplied by Seller and to all discoveries, inventions, patents, and other proprietary rights arising out of the work done by Seller in connection with the goods or with any and all products developed by Seller as a result thereof, including the sole right to manufacture any and all such products. Buyer shall take all reasonable precautions to protect confidentiality of such information.

10. EQUAL OPPORTUNITY
Seller certifies that it has developed and has on file affirmative action programs as required by the rules and regulations of Executive Order 11246, as amended and 41 C.F.R. Chapter 60-2.2, issued by the Department of Labor. In addition, Seller is in full compliance with Section 503 of the Rehabilitation Act of 1973 and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974.

11. SHIPMENT
Buyer’s orders shall state the required delivery schedule. Seller will schedule deliveries according to the orders and all delivery dates are approximate and subject to reasonable efforts. Acceptance of the order by Buyer constitutes a waiver of all claims due to delay in delivery.

12. FORCE MAJEURE
Seller shall not be liable for any default or failure to deliver under the order due to acts of God, fire, flood, or other natural calamities, strikes, riots, civil commotion, freight embargoes, to any act of any governmental agency or to any other causes whatsoever that are beyond the immediate and direct control of Seller.

13. TRANSPORTATION AND RISK OF LOSS
Unless otherwise agreed to in writing by Seller, all transportation and risk of loss shall be at the expense of Buyer, Seller reserving the right to ship goods freight collect and to select the means of transportation and routing. Unless otherwise advised, Seller may insure to full value of the goods or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for Buyer’s account. Risk of loss or damage shall pass to Buyer upon delivery of the goods to the transportation company at the FOB Bozeman, MT, USA point.

Confiscation or destruction of, or damage to goods shall not release, reduce or in any way affect the liability of Buyer therefore. Notwithstanding any defect of non-conformity, or any other matter, such risk of loss shall remain in Buyer until the goods are returned at Buyer’s expense to such place as Seller may designate in writing. Buyer, at its expense, shall fully insure goods against all loss or damage until Seller has been paid in full therefore, or the goods have been returned, pursuant to Seller’s consent and the provisions of paragraph 16 below, to Seller.

14. INSPECTION AND ACCEPTANCE
Buyer shall have the right to inspect the goods upon delivery. Failure of Buyer to inspect the goods and give written notice to Seller of any alleged defect of non-conformity within fifteen (15) days after delivery shall constitute an irrevocable acceptance by Buyer of the goods delivered to him. Use of any such goods by Buyer, its agents, employees, licensees, for any purpose after delivery thereof, shall constitute acceptance of the goods by Buyer.

15. RETURNS
The goods or parts thereof sold herein may in no case be returned to Seller without first obtaining Seller’s consent. The request for return and credit must be filed with Seller and shall include the order number, approximate date shipped, and any and all other identifying numbers (such as invoice number, date of invoice, P.O. numbers, etc.). Each request for the return of goods for credit should state the type and quantity of goods, the part numbers, and the reasons for the return. If return authorization is granted, goods shall be returned in a clean, well-packaged condition. No credit allowance on defective items will be made and no replacement for defective items will be shipped in any event, unless the alleged defective items are, among other things, established to Seller’s satisfaction after suitable testing and inspection by Seller.

Limitation of Liability:
IN NO EVENT SHALL VISION AERIAL BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM THE USE OF THE VISION AERIAL DRONES OR FOR LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF VISION AERIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VISION AERIAL’S LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO VISION AERIAL FOR SUCH PRODUCT. NOTWITHSTANDING ANYTHING HEREIN, IN NO EVENT SHALL VISION AERIAL’S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO VISION AERIAL FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL VISION AERIAL BE LIABLE FOR COSTS OF PROCUREMENT OR SUBSTITUTE GOODS BY BUYER. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Vision Aerial shall not be liable for damages or injuries incurred directly or indirectly from maintenance and servicing including, but not limited to, the following situations:
– Failure of the pilot and/or technician to follow proper instructions and safety warnings.
– Failure of the pilot and/or technician to follow and comply with local rules and regulations.
– Failure of the pilot and/or technician to inspect the drone and its components prior to operation.
– Failure of the pilot and/or technician to properly maintain and/or service the drone through an authorized Vision Aerial service center with genuine Vision Aerial parts.
– Use of third-party products on the Vision Aerial drones.
– Use of the Vision Aerial drones in a physically or mentally impaired capacity.
– Use of or servicing of Vision Aerial drones without sufficient training.
– Use of or access of Vision Aerial drones advanced settings without proper written authorization from a representative of Vision Aerial.
– Use of the Vision Aerial drones in unsafe conditions, including but not limited to, bad or severe weather, such as rain, wind, snow, lightning, dust storms, etc., or in areas of magnetic or radio interference, such as power stations, broadcasting and cell phone towers, government prohibited airspace, etc.
– Failure to comply with Flight Critical Service Notifications
– Improper operation, misjudgment, or risky behavior while using a Vision Aerial drone.
– Infringement of third-party data, audio, or video rights recorded when using the Vision Aerial drones.

Limited Warranty

Vision Aerial Inc. (“Manufacturer”) warrants to the original end user (“Purchaser”) that for one year following the date of delivery of our Product (“Warranty Period”), the Product (excluding (i) any third party made products and (ii) any third party software) will be free from defects in materials and workmanship when properly installed and used for its intended purpose and in its intended operating environment. This warranty does not apply to any Product that has been: (i) altered, repaired or modified or (ii) damaged or destroyed by accidents or similar events or by any intentional, reckless or negligent acts or omissions of any party other than Manufacturer. In the event of a defect, return the Product to the original place of purchase or Manufacturer, but only after instructed to do so by the Manufacturer. Purchaser shall ship and bear the cost of shipping the Product to Manufacturer and Manufacturer shall bear the cost of shipping the Product back to Purchaser within the continental United States of America, after the completion of service under this limited warranty. Purchaser’s exclusive remedy and Manufacturer’s entire liability under this warranty will be for Manufacturer at its option to repair or replace the Product or refund purchase price less any rebates. Purchaser assumes all liability, and as such releases Manufacturer from any liability, for any accident, injury, damage, death, loss, illegal activity, or any other claim that may occur resulting from or during use of the Product, whether or not such use is foreseeable by Manufacturer.

MANUFACTURER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED TO THE DURATION OF THE APPLICABLE EXPRESS WARRANTY. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Purchaser. This warranty gives Purchaser specific legal rights, and Purchaser may also have other rights which vary by jurisdiction.

All third party software provided with the Product is provided “AS IS”. Purchaser assumes the entire risk as to the quality, performance, accuracy and effect of such software, and should it prove defective, Purchaser, and not Manufacturer, assumes the entire cost of all necessary servicing or repair. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL MANUFACTURER BE LIABLE FOR ANY LOST DATA, REVENUE OR PROFIT, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING DAMAGE TO PAYLOAD, EVEN IF MANUFACTURER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MANUFACTURER’S LIABILITY EXCEED THE AMOUNT PAID BY PURCHASER FOR THE PRODUCT (EXCLUDING PAYLOAD OR OTHER COMPONENTS NOT MANUFACTURED BY MANUFACTURER).

The foregoing limitations will apply even if any warranty or remedy provided under this Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Purchaser.

Manufacturer Disclaimer: All purchasers, users, and any or all parties involved or engaging in the use of Products agree to the following:
– Manufacturer does not promote or endorse high risk, careless and/or dangerous actions when using its products.
– Manufacturer is not liable for any use or misuse of its products.
Governing Law and Arbitration. This Limited Warranty shall be governed by the laws of the State of Montana without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Any claim or dispute in connection with this Limited Warranty shall be resolved in a cost effective manner through binding non-appearance-based arbitration. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the foregoing arbitration clause does not apply for any reason, you agree to submit to the personal jurisdiction of the state courts located within Gallatin County, Montana for the purpose of litigating all such claims or disputes, which courts shall have exclusive jurisdiction of such claims or disputes. Notwithstanding the foregoing, Manufacturer may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

CAUTIONS AND WARRANTY
Repairing or Modifying: Never attempt to repair or modify any Product yourself. Disassembling a Product, including the removal of external components, may cause damage that is not covered under the warranty. The Product does not contain any user-replaceable parts, excluding, but not limited to; rotors and batteries.

17. BANKRUPTCY OR INSOLVENCY OF BUYER
If the financial condition of Buyer at any time is such as to give Seller, in its judgment, reasonable grounds for insecurity concerning Buyer’s ability to perform its obligations under this agreement, Seller may (a) by notice in writing to Buyer, cancel this agreement, without judicial intervention or declaration of default of Buyer and without prejudice to any right or remedy which may have accrued or may accrue thereafter to Seller, (b) require full or partial payment in advance and suspend any further deliveries (or continuance or the work to be performed by Seller) until such payment has been received or (c) make shipments C.O.D. or on other prepayment terms specified by Seller.

18. PRECEDENCE
These Terms and Conditions override any conflicting terms and conditions on Buyer’s order form unless agreed to in writing by Seller.

19. APPLICABLE LAW
This agreement shall be governed and interpreted in all respects by the laws of the State of Montana except for any law of the State of Montana which would designate the law of another jurisdiction as applicable.

20. BUYER’S ACCEPTANCE
By execution of this document the undersigned intends to, and warrants and represents that he or she has full power and authority to fully bind his or her principal to these Terms and Conditions.

We are pleased to submit the above quotation for your procurement. This quotation is subject to the Terms and Conditions of Vision Aerial, Inc. Please reference the quotation number and revision on your order. This quotation is valid for Thirty (30) Days.