I. General Provisions

The following General Sales and Delivery Conditions apply to all our deliveries of goods (e.g., parachutes and landing systems) to our business partners and customers (hereinafter: the Buyer). For ongoing business relationships, they apply to all future contracts. The general terms and conditions of the Buyer only apply to the extent that we have explicitly agreed to them in writing.

II. Offers, Binding Nature

III. Prices, Payment Terms

IV. Retention of title

1. Until the full payment of our claims arising from the business relationship with the Buyer, the goods remain our sole property. The Buyer is authorized, until revocation, to dispose of or process the purchased goods in the ordinary course of business.
2. The retention of title and the right of disposal also extend to products resulting from the processing, mixing, or combining of the goods to their full value, with us being considered as the manufacturer. If, during processing, mixing, or combining with goods from third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of these processed goods. To the extent that third-party security rights remain below this share, the difference accrues to us.
3. The claims arising from the resale against third parties—specifically, the respective balance claims in the case of an agreed current account—are assigned by the Buyer to us in total or to the extent of our possible co-ownership share for security purposes. The Buyer is authorized to collect these claims until revocation or cessation of their payments to us. The assignment of these claims—for the purpose of collection through “factoring” or otherwise—is only permitted with our explicit written consent.
4. The Buyer must immediately notify us of any third-party claims on the goods and receivables.
5. If the value of the securities exceeds our claims by more than 20%, we will, upon the Buyer’s request, release securities of appropriate value at our own discretion.
6. In the event of a breach of duty by the Buyer, especially in the case of payment delays, we are entitled to withdraw from the contract and reclaim the goods after an unsuccessful expiration of a reasonable deadline set for the Buyer; the statutory provisions regarding the dispensability of setting a deadline remain unaffected. The Buyer is obligated to return the goods.
7. If the law applicable in the area where the sold goods are located does not permit retention of title but allows the supplier to reserve other similar rights to the delivered goods, we hereby declare that we will make use of these rights. The Buyer agrees to cooperate in fulfilling any necessary formal requirements for this purpose.

Retention of Title

1. Until the full payment of our claims arising from the business relationship with the Buyer, the goods remain our sole property. The Buyer is authorized, until revocation, to dispose of or process the purchased goods in the ordinary course of business.
2. Retention of title and the right of disposal also extend to products resulting from the processing, mixing, or combining of the goods to their full value, with us being considered as the manufacturer. If, during processing, mixing, or combining with third-party goods, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of these processed goods. To the extent that third-party security rights remain below this share, the difference accrues to us.
3. The claims arising from the resale against third parties—specifically, the respective balance claims in the case of an agreed current account—are assigned by the Buyer to us in total or to the extent of our possible co-ownership share for security purposes. The Buyer is authorized to collect these claims until revocation or cessation of their payments to us. The assignment of these claims—for the purpose of collection through “factoring” or otherwise—is only permitted with our explicit written consent.
4. The Buyer must immediately notify us of any third-party claims on the goods and receivables.
5. If the value of the securities exceeds our claims by more than 20%, we will, upon the Buyer’s request, release securities of appropriate value at our own discretion.
6. In the event of a breach of duty by the Buyer, especially in the case of payment delays, we are entitled to withdraw from the contract and reclaim the goods after an unsuccessful expiration of a reasonable deadline set for the Buyer. The statutory provisions regarding the dispensability of setting a deadline remain unaffected. The Buyer is obligated to return the goods.
7. If the law applicable in the area where the sold goods are located does not permit retention of title but allows the supplier to reserve other similar rights to the delivered goods, we hereby declare that we will make use of these rights. The Buyer agrees to cooperate in fulfilling any necessary formal requirements for this purpose.

Delivery, Delivery Delays

1. Partial deliveries are permissible as long as they are reasonable for the Buyer.
2. The confirmed delivery deadlines and dates are non-binding for us. They are subject to correct and timely self-delivery. They commence on the day of order confirmation, but not before all details of execution have been clarified, and are extended by the time the Buyer is in default, without prejudice to our rights.
3. If a binding delivery date has been agreed upon, the Buyer must set a reasonable extension period, typically two weeks, in the event of a delivery delay.
4. Adherence to delivery dates is contingent upon the receipt of all documents, necessary approvals, releases, and plans to be provided by the Buyer, as well as compliance with agreed payment terms and other obligations. If these conditions are not met in a timely manner, the deadlines will be extended appropriately; however, this does not apply if the delay is attributable to us.
5. In the event of a delivery delay, the Buyer may claim compensation for each completed week of delay at a rate of 0.5%, up to a maximum of 5% of the price for the part of the delivery that could not be used effectively due to the delay, provided they can demonstrate that they have suffered a loss. This does not apply to services, especially parachute drop or landing system tests, that could not be performed on the desired date due to meteorological conditions, lack of approvals from authorities, or force majeure.
6. Claims for damages by the Buyer due to delays in the delivery of goods or services that exceed the limits specified in Section 5 are excluded in all cases, even after the expiration of a deadline set by us. This does not apply in cases of intent, gross negligence, or violations of life, body, or health where liability is imposed by mandatory legal provisions. The Buyer may only withdraw from the contract within the scope of statutory provisions if the delay in delivery is caused by us. This regulation does not alter the burden of proof to the detriment of the Buyer.
7. The Buyer is obligated, at our request, to declare within a reasonable period whether they intend to withdraw from the contract due to the delivery delay or insist on the delivery.

VI. Defects in Goods

1. We will, at our discretion, rectify, redeliver, or reperform any deliveries that exhibit a material defect within the statute of limitations, provided that the cause of the defect was present at the time of transfer of risk. Claims for defects do not exist in cases of only minor deviations from the agreed-upon condition or only insignificant impairment of usability. Rectification does not reset the statute of limitations.
2. We are not liable for public statements made by us, the manufacturer, or their agents if we did not know or should not have known about the statement, if the statement had already been corrected at the time of the order decision, or if the Buyer cannot prove that the statement significantly influenced their order decision.
3. Claims for defects in goods expire after twelve months. This does not apply where the law prescribes longer periods according to § 438 Abs. 1 Nr. 2, § 479 Abs. 1, and § 634a Abs. 1 Nr. 2 BGB, or in cases of injury to life, body, or health, or in cases of intentional or grossly negligent breaches of duty or fraudulent concealment of a defect.
4. The Buyer must immediately and in writing notify us of any material defects. If the defect report is unjustified, we are entitled to compensation for the expenses incurred.
5. We must be given the opportunity to remedy the defect within a reasonable period. This applies especially to drop and/or drive tests that could not be performed. However, the Buyer may declare their waiver of the subsequent performance of such flights. In this case, only the non-refundable planning costs will be charged and settled.
6. If the remedy of the defect ultimately fails (particularly with defects in goods deliveries), the Buyer may withdraw from the contract or reduce the payment.
7. Claims by the Buyer for increased expenses related to the remedy of defects are excluded if these expenses arise because the item was subsequently moved to a location other than the Buyer’s place of business, unless the relocation is in line with its intended use.
8. Claims by the Buyer under § 478 BGB (recourse) exist only to the extent that the Buyer has not made any agreements with their customer that go beyond statutory defect claims. Section 7 applies accordingly.
9. Article VIII remains unaffected. Further or other claims by the Buyer against us due to a material defect are excluded.

VIII. Compensation for Damages

Claims for damages and compensation for expenses by the Buyer (hereinafter referred to as “damage claims”), regardless of the legal basis, particularly due to breaches of duties arising from the contractual relationship or from tort, are excluded.

This does not apply where mandatory liability is imposed, such as under the Product Liability Act, in cases of intent, gross negligence, injury to life, body, or health, or in cases of breach of essential contractual obligations. However, claims for damages due to breaches of essential contractual obligations are limited to the typical, foreseeable damage, unless there is intent, gross negligence, or liability for injury to life, body, or health. This regulation does not alter the burden of proof to the detriment of the Buyer. Claims for damages under this article expire with the expiration of the statute of limitations for defect claims as specified in Article VI, Section 2. For damage claims under the Product Liability Act, the statutory limitation periods apply.

IX. Force Majeure

Cases of force majeure, including meteorological conditions, missing or revoked permits, strikes, lockouts, operational or transport disruptions, including those affecting our suppliers, suspend the contractual obligations of the affected parties for the duration of the disruption and to the extent of its effect. If resulting delays exceed a period of six weeks, both contracting parties are entitled to withdraw from the contract with respect to the affected scope of performance. Other claims do not exist.

X. Place of Performance, Applicable Law, Jurisdiction

1. The place of performance for delivery is the respective shipping location of the goods, and for payment, it is Landsberied.
2. The law of the Federal Republic of Germany applies exclusively between the contracting parties. The application of UN and EU sales laws is excluded.
3. If the Buyer is a merchant or does not have a general jurisdiction in Germany, the place of jurisdiction is Landsberied. However, we are also entitled to sue the Buyer at their general place of jurisdiction.

PASA – UAV Safety Solutions AG

An der Leiten 4
82229 Landsberied
GERMANY