§ 1 Scope
- The following general terms and conditions apply exclusively to all contracts for deliveries and services of “nicopter GmbH”. We do not recognize conflicting or deviating customer conditions unless we have expressly agreed to their validity in writing. Our conditions also apply if we carry out the delivery or service to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.
- Our terms and conditions also apply to all future transactions with the customer. A one-time express consent to conflicting conditions of the customer is not considered a new basis for future business.
- Other pages of nicopter GmbH refer directly to these terms and conditions. These are: dronemaps24, fernpilotenzeugnis.online, eyeinthesky24, luftaufnahme24, dronelions.academy and drone-lions with the respective domain endings and associated sub-domains.
§ 2 Products and General
- The products we offer are not intended for resale and their use is subject to the statutory provisions applicable in the country of delivery, which must be obtained, for example, from the relevant air traffic control office in a federal state.
- Depending on the requirements, our products from the manufacturer DJI are customized UAVs (also called multicopters or drones). Independent modifications to these systems lead to the loss of the warranty.
- The products of the manufacturer DJI are basically intended for modifications and extensions. The customer is aware that we cannot check independent modifications. The customer is therefore expressly responsible for complying with the legal provisions specified by the aviation authority and is particularly responsible for airworthiness and safe operation.
- The products we offer from the manufacturer DJI or other manufacturers for which we take over the distribution are intended exclusively for non-military use. In principle, no exceptions are granted, unless these are based on independent contracts between us and the relevant authorities or authorized representatives of the military.
- The products delivered by us are intended exclusively for use and to remain in the country of delivery agreed with the customer. The export of products may require approval for the customer and is subject to the foreign trade regulations of the Federal Republic of Germany or the respective country to which the goods were originally delivered.
- For the private and/or commercial use of the products in countries other than the original country to which the goods were delivered, the customer must obtain the necessary export and re-import permits himself. We are not obliged to support the customer in obtaining these permits. The customer must find out about these regulations independently according to the German regulations at the Federal Office of Economics and Export Control (BAFA), 65760 Eschborn/Taunus according to the US regulations at the Bureau of Industry and Security (BIS), U.S. Department of Commerce, Washington DC 20320 or other appropriate agency.
§ 3 Offer and conclusion of contract
- Our electronic, written or verbal offers are initially non-binding and do not initially represent an offer in the legal sense, but are only to be understood as an invitation to the customer to place an order with us.
- The order signed by the customer is a binding offer that we can only accept through written order confirmation or delivery.
- A contract is only concluded when the customer receives our written order confirmation, but at the latest when the customer accepts the delivery.
§ 4 Pricing
- The prices stated in our order confirmation apply, otherwise, unless otherwise agreed in writing, the prices stated in our price list on the day the order was accepted.
- Unless otherwise stated, all prices are in EURO ex works plus the applicable statutory value added tax and plus the costs for transport, transport insurance, packaging and handling.
- Customs duties and other taxes, levies, fees, etc. levied on the basis of foreign regulations, as well as associated costs, shall be borne by the customer.
- We reserve the right to increase our prices accordingly if cost increases occur after conclusion of the contract, in particular due to wage agreements, material price increases or exchange rate fluctuations. We will prove these to the costumer upon request.
- Unless otherwise agreed, an agreed fee for aerial photos or film recordings by us is due and payable at the time the order is placed at 50% as a deposit of the service without deduction.
- An agreed course fee for participation in a workshop by us is payable in full in advance immediately after invoicing.
- Fee invoices are due and payable immediately upon delivery of the image data without deduction. Expenses such as supplier invoices, travel expenses, etc. are shown with the fee invoice and are also due upon receipt and without deduction.
- If an order for aerial photos or film recordings is canceled, unless otherwise agreed, a cancellation fee is due as follows:
a. up to 7 days before an order date 30% of the net fee
b. up to 3 days before an order date 50% of the net fee
c. up to 48 hours before an order date 70% of the net fee
d. up to 24 hours or less before an order date 100% of the net fee
- In the event of cancellation of an order for participation in a workshop, unless otherwise agreed, a cancellation fee shall be due as follows:
a. up to 7 days before the workshop date 30% of the course fee
b. up to 5 days before the workshop date 50% of the course fee
c. up to 3 days or less before the workshop date 80% of the course fee
- This does not apply if the participant is not at fault for the non-participation. Proof of non-fault must be provided by the participant. In this case, the withdrawal must be communicated in writing before the event.
- If it is not possible for us to use the commissioned aerial photos or film recordings or to participate in a workshop due to rain, snowfall or wind speeds of more than 40 km/h, an alternative date will be agreed free of charge.
- Unless otherwise agreed, our courses take place with at least three participants. If an advertised course date does not reach the minimum number of participants, a free change to an alternative date will be offered.
- Services rendered before a course or order (access to eLearning, PayPal transaction costs, costs from credit card payments or transfers from abroad, storyboard planning, special orders for an order, etc.) cannot be reimbursed and must be canceled by the customer be offset against the refundable amount.
§ 5 Payment
- Unless otherwise agreed, our invoices shall become due for payment upon receipt by the customer and shall be settled immediately, but at the latest within 14 days of receipt, without deduction. Payment currency is exclusively in Euro or Swiss francs. Exchange rates or transaction costs shall generally be borne by the customer, unless otherwise agreed.
- However, issued invoices for participation in a workshop are due immediately for payment in advance. If the payment has not been received at the beginning of the workshop, participation in the workshop may be refused.
- If the customer is in default of payment, we are entitled – without prejudice to further rights – to demand default interest of 8% p.a. above the respective base interest rate.
- All outstanding claims shall become due for payment immediately in the event of default of payment by the customer.
- The customer is not entitled to withhold payments due to counterclaims or to offset them against counterclaims, unless the counterclaims are undisputed or have been legally established.
§ 6 Retention of title
- We reserve title to the delivered products until full payment of all claims arising from the business relationship between us and the customer.
- If the customer violates applicable law by using the purchased products or in any way negligently causes property damage or personal injury through the use of our products, the customer is solely liable for this, even if there is still a retention of title.
- The customer is not entitled to resell or offer for sale the delivered products in the ordinary course of business or in any other way.
- The customer is not entitled to pledge the delivered products or to assign them as security. If a third party nevertheless acquires rights to the collateral, the customer hereby assigns to us all his resulting rights to the collateral. We accept the assignment. The customer is obliged to notify us immediately if a third party has seized, confiscated or otherwise disposed of the collateral.
- If the retention of title is not effective in the above form according to the law of the country of destination, the customer must assist us in establishing a security right for us in accordance with the provisions of his country.
§ 7 Notes on aerial photographs
- For the creation of aerial photos or film recordings by “nicopter GmbH”, special execution conditions are generally agreed upon in order to comply with general safety and legal regulations. In particular, aerial photographs or film recordings are only carried out in compliance with legal regulations and requirements. The regulations can be viewed with us. In particular, the client is obliged to take into account the following general execution constants in advance:
a. no flights possible in heavy rain or snowfall
b. no flights before sunrise or after sunset (unless an exemption is ordered and approved by the competent authority)
c. Flights only up to wind force maximum 40 km/h (gusts of wind according to current weather forecast)
i.e. There must always be visual contact with the multicopter (visual flight according to VFR rules, unless an exemption is ordered and approved by the responsible authority)
e. Maximum altitude 100m (unless an exemption is ordered)
f. Maximum distance to the pilot horizontally 400m (unless an exemption is ordered and approved by the competent authority)
g. No overflight of persons, groups of people or public roads (unless an exemption is ordered and approved by the competent authority)
§ 8 Quality, delivery times and deliveries, delay in delivery
- For the scope and time of delivery and for the agreed quality, only our written or textual information is decisive. Ancillary agreements and changes require our confirmation, in writing or in text form.
- Unless otherwise stated in our information, delivery from “8247 Flurlingen, Philippenstrasse 5” is agreed. The costs and risk of transport as well as the loading and packaging costs shall be borne by the customer. This also applies to returns.
- Transport and other packaging in accordance with the Packaging Ordinance will not be taken back, with the exception of return containers specially marked by us. The costs for the disposal of the packaging are to be borne by the customer.
- The delivery periods stated by us are only binding if expressly agreed. The beginning of the delivery period specified by us requires the clarification of all technical questions. A delivery period specified by us begins on the date of issue of the corresponding confirmation, but not before the customer has provided the documents, approvals, releases and the receipt of any agreed down payment.
- The delivery period is met if the products have left the warehouse by the end of the delivery period or the readiness for dispatch of the products has been announced.
- The delivery period is extended by the duration of the hindrance in the event of measures in the context of labor disputes at “nicopter GmbH” and/or our supplier companies, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles that are beyond our control, insofar as such obstacles affect the manufacturing or delivery of our products. This also applies if such circumstances occur at subcontractors. We are also not responsible for the aforementioned circumstances if they occur during an already existing delay. We will inform the customer of the beginning and end of such obstacles as soon as possible. If delivery becomes impossible for us permanently as a result of force majeure, but at least for a period of three months, we shall be released from our obligation to deliver. In this case, the customer is entitled to withdraw from the contract.
- If, after conclusion of the contract, there is a significant deterioration in the customer’s financial situation or if we become aware that this jeopardizes the right to payment, we are entitled to refuse to fulfill our own performance obligations from the contract or from other services already concluded with the customer to refuse contracts until the customer has fulfilled his obligations under this contract or provided security for them.
§ 9 Inspection of the goods
- The customer must inspect the goods for completeness, compliance with the delivery papers and the order and for defects immediately upon receipt of the delivery and must report obvious deviations and defects in writing within 7 working days of receipt of the delivery.
- The buyer must notify us of non-obvious defects within one year of receipt of the delivery at the latest.
- If the customer fails to comply with the requirements set out in clause 1. or 2., the goods shall be deemed approved with the consequence that the customer loses his warranty rights according to § 9.
- Transport damage or missing parts visible upon delivery must also be noted on the freight forwarder’s acknowledgement of receipt in accordance with § 438 HGB (German Commercial Code).
- If the inspection of a notice of defect shows that a material defect does not exist, we are entitled to charge the customer a lump sum for expenses/processing. In this case, the customer is at liberty to prove to us a lower expense than the invoiced.
§ 10 Liability for defects
- Products and devices that are delivered at the express request of the customer with defects expressly named by us cannot be complained about. As the manufacturer, we do not assume any guarantees for such products. It is the sole responsibility of the customer to purchase and use products classified by us as defective or not fully functional.
- For the sale of used goods and BETA devices, any warranty is excluded.
- If a product proves to be defective, the customer may, at our discretion, initially demand the elimination of the defect or replacement delivery as supplementary performance. Exchanged goods or parts thereof are our property and returned to us.
- We may make subsequent performance dependent on the customer paying a part of the contractually owed remuneration corresponding to the value of the defective product. We may refuse the chosen type of supplementary performance if it is associated with disproportionate costs.
- If a subsequent improvement fails twice, if we refuse both types of supplementary performance or if we do not provide the supplementary performance within a reasonable period set by the customer, the customer has the right to reduce the purchase price or to withdraw from the contract. The rights of the buyer to withdraw from the contract and to claim damages in lieu of performance are excluded if the defect of the goods is only insignificant.
- In the event of withdrawal, the customer must have the benefits of use drawn up to the withdrawal credited. The benefit of use for the period up to withdrawal is calculated pro rata on the basis of the purchase price and the usual total useful life of the product, unless the use was only possible to a limited extent or not at all due to the defect. Both parties are at liberty to prove a lower or higher advantage in use.
- The customer is not entitled to any rights due to defects caused by normal wear and tear or a treatment (e.g. improper use, maintenance or storage) of the goods by the customer or third parties that does not comply with the specifications in the operating instructions or other written recommendations for use on our part, or that are merely optical are nature.
- Warranty claims of the customer expire one year after receipt of the goods delivery.
- The processing of a notice of defect by the customer by us shall not constitute an acknowledgement of the defect. The processing of a notice of defect only leads to the suspension of the limitation period, insofar as the legal requirements for this are met. A new beginning of the limitation period does not occur as a result. This also applies if we carry out supplementary performance (repair or replacement) upon notification of defects by the customer. A rectification can only affect the statute of limitations for the defect that triggered the rectification and any defects that may have arisen as a result of the rectification.
- If a wearing part has an average service life that is shorter than the limitation period according to this provision, the customer’s rights in respect of defects must be asserted within the average service life. In the case of wearing parts, supplementary performance is limited to the replacement of the wearing part. The statutory limitation period for fraudulently concealed defects remains unaffected.
- If there is a defect in an item purchased from us that comes from another manufacturer, the customer is obliged, if a manufacturer’s guarantee exists, to seriously try to enforce the claims from the manufacturer’s guarantee against this manufacturer out of court before we make a claim. We will support the customer in this. In all other respects, the warranty claims of the customer remain unaffected.
§ 11 Liability
- On the products incl. Circuit diagrams, drawings, drafts, descriptions and similar documents (hereinafter “documents”) as well as software usually have industrial property rights and/or copyrights of the respective manufacturer and licensor. References to such property rights on the products may not be changed, covered or removed by the customer. The documents may only be made accessible to third parties with our prior written consent.
- The customer may be held liable for damages due to the infringement of property rights, including property rights of third parties, such as rights and licenses to the components of other manufacturers contained in our products.
- If a third party raises legitimate claims against the customer due to infringements of property rights by products delivered by us and used in accordance with the contract, we will, at our discretion and at our expense, either acquire a right of use for the products in question or modify the products in such a way that property rights are no longer violated or exchange the products. Insofar as this is not possible or reasonable for us, the customer is entitled to the statutory rights of withdrawal or reduction. Claims for damages exist only in accordance with § 10. All claims of the customer shall become statute-barred within the period specified in § 9 No. 8.
- The obligations according to Section 3 only apply if the customer informs us immediately in writing about the claims asserted by third parties, does not acknowledge the violation himself and we reserve the right to take all defensive measures and negotiate settlements. If the customer discontinues the use of the products for damage mitigation or other important reasons, he must point out to the third party that this is not associated with an acknowledgement of an infringement of property rights.
- Claims by the customer are excluded if the customer is responsible for the infringement of property rights or if this is caused by an unforeseeable use of the goods or by the product being modified by the customer or used together with products not supplied by us.
§ 12 Liability Committee for Services (e.g. aerial photographs)
- nicopter GmbH, as well as vicarious agents and vicarious agents are liable for intent and gross negligence, regardless of the legal grounds. nicopter GmbH shall only be liable for slight negligence in the event of a breach of essential contractual obligations. In this case, however, liability is limited to the damage foreseeable according to the type of order, but at most to the value of the limited liability company.
- nicopter GmbH assumes no liability for the violation of rights of persons or objects shown, unless there is a written agreement.
- Publication permissions are the responsibility of the customer.
- The client assures that there is an authorization for all templates, texts, images, films, graphics, etc. handed over to annicopter GmbH and that these documents are free of third-party rights.
- The nicopter GmbH is not liable for the admissibility and registrability of their work.
- Further claims of the customer for damages are excluded as a matter of principle.
- Insofar as the liability for damages towards nicopter GmbH is excluded or limited, this also applies with regard to the personal liability for damages of employees, employees, employees, representatives and vicarious agents.
§ 13 Liability for damage resulting from the operation of the products
- The customer is aware that with the operation and use of the products purchased from us, he must comply with the statutory and official provisions applicable locally or in the country.
- The customer is solely liable for damage and claims arising from non-compliance with these provisions.
- The customer is liable for damage of any kind, including personal injury, caused by incorrect operation, even if the customer has not taken part in a corresponding instruction or training course for the product.
- This also applies if we do not expressly recommend or offer training to the customer, since an assessment of the necessary skills and subsequent proper operation by the customer is not foreseeable or recognizable by us.
- As the manufacturer, we are not liable for damage to products and devices that are used by the customer for a purpose other than that intended. Any warranty is void if the product is misused. This also applies to damages, of whatever kind, which arise as a result of misuse. This also applies to products or devices that the customer has independently modified.
§ 14 Returns
- Returns will only be accepted subject to our verification. Returns of used or defective goods must be made to “nicopter GmbH”, Philippenstrasse 5, 8247 Flurlingen free of charge.
- Unless otherwise agreed, returns will only be processed by us if the return is accompanied by a return letter on which the customer number and a corresponding description of the defect are given.
- In any case, the return, even that of accidental loss, takes place at the risk of the customer.
- In the case of returns for which the customer is responsible, in particular, but not exclusively, in the case of refusal to accept, we will charge a restocking fee.
§ 15 Assignment
- The assignment of any claims of the customer against us from the business relationship requires our written consent in order to be effective, which we will not unreasonably refuse if the customer has a legitimate interest.
§ 16 Applicable law, place of performance, place of jurisdiction, severability clause
- All legal relationships between us and our customers shall be governed exclusively by the law of Switzerland to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
- Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
- Should individual provisions of these general terms and conditions or parts thereof be or become invalid in whole or in part, the validity of the remaining general terms and conditions shall not be affected. The ineffective conditions are replaced by effective regulations that come as close as possible to the general terms and conditions as a whole and to the other contractual agreements in factual, legal and economic terms. The same applies if there is a gap in the general terms and conditions.
- Ancillary agreements and deviating agreements must be made in writing. This also applies to the waiver of the written form requirement.