Purchase Terms & Conditions
This Purchase Agreement (“AGREEMENT”) is between Ascent AeroSystems Inc., a Delaware corporation (“Ascent AeroSystems”), and customer (“Customer”) unless a separate written purchase agreement is executed by an officer of Ascent AeroSystems.
This Agreement states the terms and conditions under which Ascent AeroSystems will sell to Customer, and Customer will purchase from Ascent AeroSystems, one or more Products, as defined below. The term “PRODUCTS” means: (a) unmanned aerial vehicle (“UAV”) systems, including airborne vehicles, mission equipment, sensors, batteries, ground controllers and any other items required to operate or maintain UAVs, and components of any of the following; (b) any other related products sold by Ascent AeroSystems; and (c) Product Documentation, as defined below.
2. EFFECTIVENESS OF THIS AGREEMENT
This Agreement will become binding on Customer and Ascent AeroSystems with respect to any particular Product on the soonest to occur of: Customer purchases the Product on the Ascent AeroSystems website; Customer takes delivery of the Product; or this Agreement is manually or electronically signed.
3. OPERATION OF PRODUCTS
a. Customer shall operate Products with due care, in accordance with all Product Documentation, as defined below, and in compliance with all restrictions, directions and safety procedures stated in the Product Documentation. “PRODUCT DOCUMENTATION” means: Ascent AeroSystems’ instructions and safety guidelines regarding the Products; all information and materials available on the Ascent AeroSystems website or as otherwise provided by any written or electronic means regarding the Products; and all information conveyed to Customer in any training program regarding the Product.
b. Customer shall use the Products only in compliance with, and as permitted under, applicable laws, ordinances, rules and regulations, which may be federal, state, local or international.
c. Customer warrants that the Products will be used solely for commercial, industrial and public safety purposes. UAVs are not intended for, and Customer warrants that Products will not be used for, personal, family or household purposes, including, without limitation, amusement, hobbies, sports or competition.
4. CARE AND MAINTENANCE OF UAVs
Customer is advised that UAVs are mechanical devices and require routine care and maintenance during normal operation. Customer, and not Ascent AeroSystems is responsible for maintaining and repairing UAVs. Customer will care for and maintain all UAVs in accordance with Ascent AeroSystems’ instructions. UAVs may become inoperative from time to time in normal use. If a UAV is malfunctioning in any way, Customer will notify Ascent AeroSystems immediately and will not use the malfunctioning device.
a. Orders may not be modified or cancelled after they have been shipped.
b. Order discrepancies must be communicated within 10 days of order receipt. This applies to missing Products as well as missing parts. After this time, replacement of missing Products or parts is within Ascent AeroSystems’ sole discretion.
c. Each order is shipped to Customer at Customer’s address on file with Ascent AeroSystems at the time the order is placed. Shipment and delivery dates cannot be guaranteed.
d. In shipping any Product, Ascent AeroSystems is acting on behalf of the Customer, and Customer is the shipper. Ascent AeroSystems will follow the reasonable instructions of Customer as communicated to Ascent AeroSystems at the time the order is placed. Risk of loss regarding any shipped Product passes to Customer when the Product is placed in the hands of the carrier for shipment.
e. Any terms of shipment other than those specifically requested by Customer and accepted by Ascent AeroSystems, e.g., insurance, are within Ascent AeroSystems’ sole discretion.
f. Customer is responsible for filing any claims with carriers for damaged or lost shipments.
g. International customers are responsible for all applicable tariffs, taxes, fees, VAT, and other duties.
Prior to any flight operation by the Customer, Ascent AeroSystems will accept the return of a Product with a valid RMA if the Product is received by Ascent AeroSystems in the same condition as it was sold, with all packaging undamaged and intact. All parts and other items sold with the Product, e.g., instruction manuals and connecting cables, must be included with the returned Product, or Ascent AeroSystems may, in its discretion either reject the Product or impose a charge for the missing items.
a. Returns will not be accepted for any UAVs after Customer has operated it in any flight for any purpose.
b. All returns are credited as an account credit. No refunds will be given.
The following terms and conditions apply whenever Customer sends a Product to Ascent AeroSystems for any reason, including warranty service.
a. Customer shall pay the cost of shipping a Product to Ascent AeroSystems for any reason. Ascent AeroSystems shall pay the cost of shipping a Product to Customer only if it has been repaired under warranty.
b. Customer must obtain a return material authorization (“RMA”) through the Ascent AeroSystems website before shipping the Product to Ascent AeroSystems. Products returned to Ascent AeroSystems without an RMA will be rejected and returned without processing. An RMA will be valid for 10 days from issuance.
c. Products returned to Ascent AeroSystems must be addressed to Ascent AeroSystems at its address stated in Section 17.
d. From time to time Ascent AeroSystems may modify the policies and procedures stated in this Section 6 and may establish new ones. Changes will be stated in this Agreement or on the Ascent AeroSystems website.
Ascent AeroSystems strongly encourages using a traceable shipping method for all Product shipments, including returns. Use of non-traceable shipping is at Customer’s sole risk. When shipping batteries to Ascent AeroSystems, Customer assumes all liability for selecting the appropriate shipping methods and marking packages as necessary to comply with hazardous material shipping regulations.
a. Ascent AeroSystems is not responsible for delay, loss or damage in shipment. If a shipment is returned for any reason, including non-payment of tariffs or incorrect or incomplete address, Ascent AeroSystems will use reasonable efforts to contact Customer at its address on file with Ascent AeroSystems. Customer will be responsible for making any required payments to the carrier.
8. ASSUMPTION OF RISK
THE NORMAL AND ROUTINE OPERATION OF UAVS INVOLVES RISKS OF BODILY INJURY, PROPERTY DAMAGE, AND ECONOMIC DAMAGE TO CUSTOMER AND TO OTHERS, EVEN IF CUSTOMER EXERCISES DUE CARE AND FOLLOWS ASCENT AEROSYSTEMS’S INSTRUCTIONS. CUSTOMER KNOWINGLY AND VOLUNTARILY ASSUMES THESE RISKS AND CONSEQUENCES AND AGREES NOT TO SUE ASCENT AEROSYSTEMS IF CUSTOMER OR ANY OTHER PERSON SUFFERS ANY OF THOSE CONSEQUENCES.
9. LIMITED WARRANTIES
a. Products manufactured by Ascent AeroSystems. Ascent AeroSystems warrants to the first purchaser only that Products manufactured by Ascent AeroSystems will be free from defects in materials and workmanship for 90 days after receipt by Customer. Ascent AeroSystems may repair or replace, at its option, defective products properly submitted under warranty. Products that are nonfunctional as a result of Customer’s failure to read and observe the Product Documentation will not be covered under the limited warranty. This limited warranty will not cover any damage sustained by a Product due to operation or because of Customer attempting to service the Product.
b. Products that are distributed by Ascent AeroSystems but are not manufactured by Ascent AeroSystems (“THIRD PARTY PRODUCTS”), will be replaced free of charge if found to be defective and Ascent AeroSystems is notified within 10 days after receipt. Defective Third-Party Products must be returned to Ascent AeroSystems under Section 6, with an RMA, in the same condition as when it was shipped, with all original packaging and included items, such as instruction manuals and connecting cables. This paragraph is not intended to supplant or derogate from the warranties available from the manufacturers of Third-Party Products.
c. ALL PRODUCT WARRANTIES ARE VOID AS TO ANY PURCHASER OTHER THAN THE FIRST PURCHASER, UNLESS THE FIRST PURCHASER IS AN AUTHORIZED ASCENT AEROSYSTEMS DEALER. ALL PRODUCT WARRANTIES ARE VOID AS TO ANY PRODUCT THAT HAS BEEN USED FOR AN UNINTENDED PURPOSE (INCLUDING PERSONAL, FAMILY OR HOUSEHOLD USE) OR THAT HAS SUSTAINED DAMAGE OTHER THAN COSMETIC DAMAGE.
d. Ascent AeroSystems may request flight logs to determine causes of incidents. The interpretation of the logs will be at Ascent AeroSystems’ discretion.
10. WARRANTY DISCLAIMERS
a. THE LIMITED WARRANTIES MADE IN SECTION 9 ARE THE ONLY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, MADE WITH RESPECT TO UAVS OR ANY OTHER PRODUCTS.
b. ASCENT AEROSYSTEMS DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO UAVS AND OTHER PRODUCTS AND WITH RESPECT TO THE OPERATION AND PERFORMANCE OF SUCH UAVS AND OTHER PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
c. ASCENT AEROSYSTEMS DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING ANY OF THE FOLLOWING: (A) THE LEGALITY OR LEGAL ASPECTS OF OPERATING UAVS AND OTHER PRODUCTS IN ANY LOCATION OR AREA, WHETHER IN THE UNITED STATES OR ANYWHERE ELSE IN THE WORLD; OR (B) THE SUFFICIENCY OR COMPLETENESS OF THE PRODUCT DOCUMENTATION.
d. ASCENT AEROSYSTEMS ASSUMES NO RESPONSIBILITY FOR THE OPERATION OR EFFECTIVENESS OF UAVS AND DOES NOT WARRANT THAT UAVS WILL OPERATE CONTINUOUSLY OR PROPERLY FOR ANY PERIOD OR THAT THEY WILL BE MAINTENANCE-FREE.
e. Ascent AeroSystems offers separate UAV service agreements under which the Customer may obtain prepaid maintenance and repair services for UAVs. Ascent AeroSystems assumes no obligation to maintain or repair UAVs except under such a separate UAV service agreement.
f. If for any reason any disclaimer of implied warranties stated above is ineffective as to any implied warranty, that implied warranty will last no longer than 90 days. Some states do not allow limitations on how long an implied warranty lasts, so this limitation may not apply.
11. DAMAGE LIMITATIONS
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR MORE THAN A TOTAL OF $1,000 FOR ANY DAMAGES, DEFINED BELOW, RELATING TO THE PRODUCTS PURCHASED UNDER THIS AGREEMENT, REGARDLESS OF THE NUMBER OF INCIDENTS AND REGARDLESS OF THE LEGAL THEORY, EXCEPT FOR CUSTOMER’S LIABILITY TO PAY FOR PRODUCTS. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF HOW THEY ARE DENOMINATED. THE LIMITATIONS STATED IN THIS PARAGRAPH WILL NOT APPLY TO CLAIMS FOR INDEMNIFICATION UNDER SECTION 15. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply. “DAMAGES” means damages, expenses, costs, liabilities and obligations, including amounts reasonably paid in settlement.
This warranty gives Customer specific legal rights, and Customer may also have other rights which vary from state to state.
13. INTELLECTUAL PROPERTY
No transfer, grant or license of rights under any patent or copyright or to any intellectual property, proprietary information and/or trade secret is made or is to be implied by this Agreement. Customer agrees that it will not reverse engineer, decompile, copy, translate, adapt, vary or modify any Products purchased or otherwise received from Ascent AeroSystems.
14. LICENSED SOFTWARE AND FIRMWARE
Use of Products comprised of software or firmware may be subject to Buyer's acceptance of additional terms and conditions set forth in separate Seller or third-party license agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate Seller's license agreement, Buyer is granted a non-exclusive, non-transferable license to use provided Seller's software or firmware only in object code form and solely in conjunction with Seller-provided Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware.
Customer shall indemnify, defend and hold harmless Ascent AeroSystems and all its officers, directors, owners, employees, agents, contractors and representatives against all Damages arising out of or in connection with Customer’s use or operation of any Product, including Damages resulting from any claims brought by third parties, regardless of whether Customer has breached this Agreement or was at fault.
16. CONFIDENTIAL INFORMATION
Customer may receive information that is proprietary and confidential to Ascent AeroSystems regarding its plans, processes, and business methods (“CONFIDENTIAL INFORMATION”). Customer will keep all Confidential Information confidential, will not disclose it to any other person, and will not use it for any purpose other than as expressly permitted by Ascent AeroSystems. Confidential Information does not include any information that is known to the general public or that was acquired by Customer from a source other than Ascent AeroSystems without violating Ascent AeroSystems’ rights.
a. Notices and communications to Ascent AeroSystems under this Agreement, and Products sent to Ascent AeroSystems for return or repair, must be addressed as follows:
Ascent AeroSystems Inc.
1061 East Street
Tewksbury, MA 01876
b. Notices are deemed given when received and will be presumed received three business days after they are sent by certified mail return receipt requested. Email notice is valid, but the notifying party bears the burden of proving receipt. Customer’s address and other contact information for notice purposes is the address stated in Ascent AeroSystems’ records at the time of ordering.
18. DISPUTE RESOLUTION
This Agreement will be governed by Delaware law. Any legal action or proceeding relating to this Agreement or to a Product will be resolved exclusively by binding arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association. All aspects of the arbitration will be confidential and under seal. Customer shall not commence or join in a class action or putative class action lawsuit under the laws or rules of any state or the United States. The Customer’s breach of the preceding will subject the Customer’s claim to immediate dismissal and will subject the Customer to liability for Ascent AeroSystems’ attorneys’ fees in defending the attempted class action.
This Agreement states all the terms of the parties’ agreement on this subject. No statement, warranty or representation by Ascent AeroSystems will be binding on Ascent AeroSystems unless it is expressly stated in this Agreement. Customer may not assign this Agreement without Ascent AeroSystems’ prior written consent. The term “including”, as used in this Agreement, means “including without limitation”. If any term of this Agreement is void or unenforceable it will be deemed stricken, and the remainder of this Agreement may be enforced as written. Provisions concerning warranty exclusions, damages exclusions, liability limits, indemnities and risk allocation will not be given effect to the extent they are prohibited by law. The terms of this Agreement may be modified by Ascent AeroSystems from time to time without notice; no modification will be given retroactive effect.