DISCLAIMERS, TERMS & CONDITIONS OF SALE AND USE

Scope, Order Documents, and Acceptance

These Disclaimers, Terms, and Conditions of Sale and Use (“Terms”) govern every sale by Aero Systems West, Inc. (“ASW,” “we,” “us,” or “our”) of unmanned aircraft systems (“UAS”), parts, accessories, and payloads, and of related services such as integration, non-recurring engineering (“NRE”), check flights, and training (collectively, “Products”), to the purchaser (“Customer”), and the use of those Products by Customer and by any person who operates them (“Operator”).

Order Documents. Each order is governed by (a) any written change order signed by both parties; (b) the signed Drone Requirement Agreement and, if applicable, Training Agreement for the order (together, the “Configuration Agreement”); (c) ASW’s written quote or cost estimate (“Quote”); (d) these Terms; and (e) ASW’s Limited Warranty (together, the “Order Documents”). If the Order Documents conflict, a signed change order controls as to the matters it addresses, the Configuration Agreement controls as to Product configuration, specifications, and delivery date, the Quote controls as to price, quantity, and payment schedule, and these Terms control in all other respects. No Order Document modifies Section 3. Terms in any purchase order or other document issued by Customer that add to or differ from the Order Documents are rejected and have no effect, even if ASW accepts the purchase order or ships Products, except as provided in Section 13.4.

Acceptance. Customer accepts these Terms by signing them (by hand or electronically), by signing the Configuration Agreement, by issuing a purchase order in response to a Quote, or by accepting delivery of Products. ASW will not ship Products until Customer has accepted these Terms by signature or electronic signature. If Customer does not agree to these Terms, Customer must not place an order or operate the Products. Operation of a Product also constitutes acceptance of these Terms by Customer and by the Operator.

1. Regulatory Compliance & Operator Responsibility

1.1 Sole Responsibility of Operator: Under applicable U.S. law and international aviation principles, the operator of any aircraft (including UAS) is solely responsible for the safe conduct of flight and compliance with all federal, state, and local laws, regulations, and directives. Depending on the aircraft and its use, these may include Federal Aviation Administration (“FAA”) registration under 14 C.F.R. Part 48 (small UAS weighing less than 55 pounds at takeoff) or 14 C.F.R. Part 47 (UAS weighing 55 pounds or more at takeoff, including many ASW heavy-lift configurations), Remote Identification requirements under 14 C.F.R. Part 89, and the operating rules applicable to the operator’s specific use, such as 14 C.F.R. Part 107, an exemption under 49 U.S.C. § 44807, public aircraft operations under 49 U.S.C. §§ 40102(a)(41) and 40125, or 49 U.S.C. § 44809 (limited recreational operations, including completion of the FAA’s TRUST recreational safety test), and any successor or additional FAA rules.

1.2 State and Local Law Compliance: Without limiting Section 1.1, Customer is solely responsible for identifying and complying with the laws of Customer’s own state and locality governing UAS operation — which may include, depending on the state, drone-specific privacy or anti-surveillance statutes, restrictions on interfering with emergency responders, restrictions on operating near correctional facilities or other critical infrastructure, consent requirements for recording private communications, and county or municipal ordinances restricting UAS operation over parks, schools, wildfire-response areas, or other public property. ASW makes no representation regarding, and assumes no responsibility for, the law of any particular state or locality, and Customer’s compliance obligations are Customer’s alone.

1.3 No OEM Certification Guarantee: Except as explicitly stated, ASW does not represent or warrant that any system is pre-certified, type-certified, or airworthy-certified for any particular use. All certifications, waivers, authorizations, or operational approvals must be obtained by the operator. Customers may contact ASW for in-depth information on how certification processes function in the United States.

1.4 International Operations: For customers outside the United States, the operator is solely responsible for compliance with applicable local laws and regulations. Operators should contact ASW for information or guidance specific to their jurisdiction.

2. Product Use & Restrictions

2.1 FAA Compliance: Regardless of product line or intended use, Customer is solely responsible for determining and complying with the FAA operating category, registration, and Remote Identification requirements applicable to Customer’s specific aircraft and use, as described in Section 1.1.

2.2 Prohibited Uses: The Products shall not be used in any unlawful manner, including but not limited to: (a) carriage of hazardous materials without required governmental approval; (b) surveillance, image capture, or recording that violates the privacy rights of others; (c) operation that interferes with emergency responders, firefighting, or law enforcement operations; (d) operation over or near critical infrastructure, correctional facilities, or other locations restricted by federal, state, or local law; (e) Weaponization, as defined in Section 3; or (f) any other application restricted by applicable federal, state, or local law.

2.3 NDAA Compliance Statements: Where ASW describes a Product as “NDAA compliant,” ASW means that the Product, as configured and shipped by ASW, does not, to ASW’s knowledge, contain unmanned aircraft systems or components from sources prohibited under Section 848 of the National Defense Authorization Act for Fiscal Year 2020, as amended, or the American Security Drone Act of 2023. This statement does not cover Customer-furnished payloads or later modifications, and it is not a representation that a Product is listed on, or eligible for, any specific federal procurement program, list, or contract vehicle (for example, the U.S. Department of Defense Blue UAS List or the AUVSI Green UAS program), or that it is exempt from any Federal Communications Commission restriction, including the FCC Covered List. Customers intending to use any ASW product in connection with federal procurement or funding are solely responsible for independently confirming its eligibility for their specific end use.

2.4 Export Controls: ASW’s standard sales are for delivery within the United States. Products generally ship without Customer’s final payload or modifications installed, and the export classification and licensing requirements of a complete system depend on its final configuration; accordingly, ASW does not determine, and makes no representation regarding, the export classification of Customer’s final system. If Customer intends to export, re-export, or transfer any Product outside the United States or to a foreign person, alone or as part of a system, Customer will act as the exporter of the final system and is solely responsible for determining and complying with all applicable export control and sanctions laws (including the Export Administration Regulations, the International Traffic in Arms Regulations, and regulations administered by the Office of Foreign Assets Control) and for obtaining any required licenses or authorizations. Upon Customer’s written request stating the reason, ASW will provide reasonably available OEM documentation for the Product as shipped by ASW to support Customer’s compliance. Any order requiring ASW to ship outside the United States is accepted only on a case-by-case basis; Customer shall work with ASW to determine and satisfy the requirements that apply to that shipment, including by providing end-user and end-use information, and ASW may decline or condition any such order.

2.5 Resale and Transfer: Customer may resell or otherwise transfer a Product only if Customer (a) provides the transferee a copy of these Terms, (b) obtains the transferee’s written agreement to comply with Sections 2 and 3 and to impose the same requirement on any later transferee, and (c) complies with Section 2.4. Upon ASW’s request, Customer will identify the transferee.

2.6 Software and Firmware: Products include flight-control firmware and other software, some of which is open-source software (including ArduPilot) licensed under the GNU General Public License or other open-source licenses. Open-source software is licensed to Customer under its own license terms, and nothing in these Terms limits Customer’s rights under those licenses; where an open-source license requires it, ASW will provide the corresponding source code on written request for at least three years after shipment, or longer if the license requires. All other ASW software, scripts, configuration files, and parameter sets are licensed, not sold, to Customer for use with the Products. Changes to firmware, software, or parameters made by anyone other than ASW are at Customer’s risk and may void the Limited Warranty.

3. Restricted End Use

3.1 Weaponization Restricted: Customer shall not, and shall not permit any Operator or other person to, equip, arm, or modify any Product to carry, deliver, launch, or fire any firearm, ammunition, warhead, bomb, grenade, rocket, missile, or other explosive munition, or any other weapon designed to cause death or serious bodily injury, or use any Product as such a weapon (“Weaponization”). This restriction applies to all Products, Customers, and Operators, regardless of Customer type or any governmental authorization Customer may hold. No ASW employee or representative may waive or modify this Section 3.

3.2 Permitted Uses: Section 3.1 does not restrict lawful, non-weaponized use of the Products, including governmental, military, public-safety, humanitarian, and commercial uses such as reconnaissance, inspection, cargo transport, logistics, and disaster relief. Weaponization does not include (a) safety, recovery, or flight-termination systems, including pyrotechnically actuated parachute systems; (b) cargo, delivery, or release mechanisms used to transport or drop items that are not weapons; or (c) sensors, cameras, communications equipment, or other payloads that are not weapons.

3.3 ASW Remedies: If ASW reasonably believes that a Product has been or will be subject to Weaponization, ASW may, in addition to its other rights, decline or cancel any order, suspend or stop shipments, and stop providing warranty service, technical support, software or firmware updates, and spare parts for the affected Products. Weaponization voids the Limited Warranty for the affected Products.

4. Orders, Pricing, Payment, and Delivery

4.1 Quotes and Orders: Quotes are valid for the period stated in the Quote, or 30 days if none is stated. An order becomes binding on ASW only when ASW confirms it in writing (for example, by an order confirmation or invoice) after Customer has signed the Configuration Agreement and accepted these Terms.

4.2 Configuration and Changes: The Configuration Agreement is the sole specification for the Products ordered. Any change to configuration, payload, NRE scope, delivery date, or training after the Configuration Agreement is signed requires a written change order or revised Configuration Agreement signed by Customer and by ASW Engineering, and may change the price and delivery date.

4.3 Prices and Taxes: Prices are stated in the Quote in U.S. dollars and exclude shipping, insurance, and all sales, use, excise, and similar taxes, duties, and fees, which Customer will pay (other than taxes on ASW’s net income) unless Customer provides a valid exemption certificate.

4.4 Payment: Payment is due on the schedule stated in the Quote or invoice or, if none is stated, within 30 days after the invoice date. ASW may require a deposit before beginning production, procurement, or NRE. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and ASW may suspend work or shipments until overdue amounts are paid.

4.5 Delivery, Title, and Risk of Loss: Unless the Quote states otherwise, Products are delivered FCA ASW’s facility in San Martin, California (Incoterms® 2020), and title and risk of loss pass to Customer upon delivery to the carrier or to Customer. Until the price is paid in full, ASW retains a purchase-money security interest in the Products, and Customer authorizes ASW to file any financing statement needed to perfect it. Delivery dates are ASW’s good-faith estimates; ASW will promptly notify Customer of any expected delay and is not liable for delay.

4.6 Inspection and Acceptance: Each assembled UAS receives ASW’s standard acceptance check flight before shipment, plus any additional check flight specified in the Configuration Agreement. Customer shall inspect Products within 10 days after delivery and notify ASW in writing of any nonconformity with the Configuration Agreement; Products not rejected within that period are deemed accepted. ASW’s sole obligation for a timely reported nonconformity is to repair or replace the nonconforming Product or, if ASW cannot reasonably do so, refund the price paid for it.

4.7 Cancellation and Returns: Customer may cancel an order only with ASW’s written consent and must pay for work performed, NRE completed, and non-cancellable materials committed through the cancellation date. Returns require ASW’s prior written Return Material Authorization (RMA) and are subject to any restocking fee stated in the RMA.

5. Limited Warranty and Disclaimer

5.1 Limited Warranty: ASW’s Limited Warranty, published at aerosystemswest.com/limited-warranty and in effect on the date of the order, is the only warranty ASW provides for the Products, and the remedies it provides are Customer’s exclusive remedies for any defect.

5.2 DISCLAIMER: EXCEPT FOR THE LIMITED WARRANTY, ASW MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

5.3 Specifications; No Other Representations: Performance figures in ASW marketing materials, websites, and datasheets (including payload capacity, flight time, range, and maximum takeoff weight) are nominal values under standard conditions; actual performance varies with configuration, payload, batteries, altitude, temperature, wind, and operating practices. These figures are not warranties. The only Product specifications that bind ASW are those stated in the signed Configuration Agreement. No statement by any ASW employee or representative, oral or written, that is not set out in the Order Documents is a warranty or forms part of the agreement.

6. Limitations of Liability

6.1 No Liability for Operations: To the maximum extent permitted by law, ASW disclaims all liability for any loss, injury, damage, or penalty arising from or related to the operation, misuse, or modification of the Products by Customer, any Operator, or any third party, including but not limited to property damage, bodily injury, regulatory penalties, or loss of data.

6.2 Payloads and Modifications: The operator is solely responsible for the selection, integration, and operation of any payloads, modifications, or third-party components not provided and installed by ASW. Where ASW performs integration services at Customer’s request, ASW warrants only the workmanship of its installation to the extent set forth in the Limited Warranty. ASW makes no representation or warranty, express or implied, regarding the design, manufacture, performance, safety, or reliability of any third-party payloads or components, and expressly disclaims all liability for their use, failure, or integration. Except for the workmanship warranty described above, and to the maximum extent permitted by law, ASW shall not be liable for any direct, indirect, incidental, or consequential damages arising out of or related to the use, failure, or malfunction of third-party payloads, regardless of whether installed by ASW or others.

6.3 Consequential Damages: To the fullest extent permitted by law, ASW shall not be liable for consequential, incidental, indirect, punitive, or special damages, even if ASW has been advised of the possibility of such damages.

6.4 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASW’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER OR PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT CUSTOMER PAID ASW FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

6.5 Statutory Carve-Out: Nothing in these Terms limits or excludes any liability that cannot, as a matter of law, be limited or excluded by contract, including without limitation liability for (a) fraud, willful injury to the person or property of another, or violation of law; (b) death or personal injury caused by ASW’s negligence, to the extent applicable; or (c) any non-waivable consumer warranty, remedy, or protection available under applicable law to the extent an ASW product qualifies as a consumer good under that law.

7. Assumption of Risk

7.1 Inherent Risks: Operating unmanned aircraft systems carries inherent risks, including but not limited to collision, crash, interference, data loss, and injury. By using the aircraft, the operator voluntarily assumes all such risks.

7.2 Insurance: ASW strongly recommends that operators obtain adequate aviation liability and hull insurance coverage before operating any UAS.

8. Indemnification
Except to the extent caused by ASW’s negligence or willful misconduct, Customer agrees to indemnify, defend, and hold harmless ASW, its officers, employees, contractors, and affiliates from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Customer’s operation of the UAS;
(b) any modification or payload integration;
(c) failure to comply with applicable law;
(d) any Weaponization or other violation of Section 3 or Section 2.4; or
(e) breach of these Terms.

9. Privacy and Data Use

9.1 Collection of Information: In connection with Customer’s order and use of ASW products, ASW may collect personal information such as Customer’s name, shipping and billing address, email address, phone number, and payment information.

9.2 Privacy Policy: ASW’s collection, use, and disclosure of personal information is described in ASW’s Privacy Policy, available at aerosystemswest.com/privacy-policy, which is incorporated into these Terms by reference.

9.3 State Privacy Rights: Depending on Customer’s state of residence, Customer may have rights under applicable state privacy law. Customer may submit privacy requests as described in ASW’s Privacy Policy, and ASW will respond as required by applicable law.

10. Electronic Signature; Acceptance of Terms

10.1 Electronic Acceptance: ASW may present these Terms to Customer electronically at the time of order — for example, by requiring an electronic signature, a checkbox acceptance, or another affirmative act — prior to order fulfillment.

10.2 Legal Effect: Customer’s electronic signature or affirmative electronic acceptance of these Terms is legally binding and has the same legal force and effect as a handwritten signature, pursuant to the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.).

10.3 Manner of Acceptance: Acceptance of these Terms — whether by handwritten or electronic signature, checkbox acceptance, order confirmation, or by operating or permitting operation of the aircraft — constitutes Customer’s unconditional agreement to be bound by all provisions of these Terms.

11. Governing Law & Dispute Resolution

11.1 Governing Law: These Terms shall be governed by and construed under the laws of the State of California, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Dispute Resolution: Any dispute arising out of or relating to these Terms or any Product shall be resolved exclusively in the state or federal courts located in Santa Clara County, California, and each party consents to the personal jurisdiction of those courts, except that either party may bring an individual claim in small claims court if the claim qualifies.

11.3 Severability: If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted, and the remainder shall remain in full force and effect.

12. Updates to Terms

ASW may update these Terms from time to time by posting a revised version on its website. The version of these Terms in effect when Customer accepts an order governs that order; a revised version applies only to orders accepted after the revision is posted.

13. General Provisions

13.1 Entire Agreement: The Order Documents constitute the entire agreement between Customer and ASW regarding their subject matter and supersede all prior or contemporaneous proposals, representations, and understandings, whether written or oral, including any statement regarding Product performance not set out in the Order Documents. Any amendment must be in writing and signed by authorized representatives of both parties.

13.2 No Waiver: ASW’s failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.

13.3 Assignment: Customer may not assign or transfer these Terms, or any rights or obligations hereunder, without ASW’s prior written consent. ASW may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

13.4 Government Customers: If Customer is a U.S. federal, state, or local government entity, any provision of these Terms that the entity is prohibited by applicable law from accepting (for example, provisions on indemnification, governing law, forum, or unilateral changes to terms that are unenforceable under FAR 52.212-4 or FAR 52.232-39) applies only to the extent permitted by that law, and the remaining provisions continue in effect. ASW’s Quote to a government entity will reference Section 3, and ASW’s offer is conditioned on Section 3 forming part of the resulting contract or order.

13.5 Force Majeure: ASW is not liable for any delay or failure to perform caused by events beyond its reasonable control, including component shortages or supplier delays, changes in law or regulation (including import or equipment-authorization restrictions), labor disputes, fire, natural disasters, epidemics, or acts of government.
13.6 Survival: Sections 2, 3, 5, 6, 7, 8, 11, and 13, and any other provision that by its nature should survive, survive delivery, payment, and the completion or termination of any order.