GENERAL TERMS OF SALES

1. Definitions

1. General Conditions of Sale: subject General Conditions of CAVOK-SPAIN (CAVOK)
2. Order: an order for products and/or systems and/or services placed by a customer to CAVOK.
3. Services: services provided by CAVOK in connection with the products and systems.
4. Customer: each natural person or legal entity which places an order with and/or enters into an agreement with CAVOK.
5. Product: a product offered by CAVOK.
6. Tailor-made supply: a supply of products and/or systems which is based on instructions and/or specifications of the Customer.
7. Agreement: agreement for the sale of products and/or systems and/or services by CAVOK to a Customer.
8. Website: website of CAVOK at https://www.cavok-spain.com
9. Website content: the photographs, images, drawings, texts, collection of data, logos, specifications and other information such as is placed on the website from time to time.
   
   

2. Applicability

1. These General Conditions are applicable to all offers, orders, and all agreements with CAVOK. General Conditions or other terms and conditions of the Customer or as used by the Customer are explicitly excluded.
2. Amended General Conditions shall be applicable to orders of the Customer as of the date of amendment.
   
   

3. Placement of an Order and Establishing of Agreement

1. An agreement shall not be established until the moment of sending by CAVOK of a message that it is to proceed to provide the products and services ordered by the Customer. Hereby, the administrative records of CAVOK shall be decisive. The mere sending of the confirmation of receipt with respect to the order shall not imply that an agreement has been established.
2. CAVOK is entitled not to accept an order that has been placed and shall give notification of such to the Customer.
3. Orders shall be processed exclusively during working days and during office hours.
4. A Customer may request CAVOK to issue a tailor-made supply quotation for special or customized products.
5. An order will never be considered as accepted until a proof of payment has been submitted from the Costumer to CAVOK.
6. When ordering to CAVOK, the customer agrees that these General Terms of Sales prevail on any purchasing terms.
   
   

4. Change / Cancellation of Order

1. In the event CAVOK has issued a quotation for a tailor-made supply or any made-to-order product (products, systems, control stations, gimbals...) and it has been accepted by the Customer, the Customer may not cancel this order.
2. CAVOK reserves the right to make any changes in the specification of the products which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the products are to be supplied to the Customer specification, which do not materially affect their quality or performance.
3. Training, support and other services may be subject to changes which affect the initial schedule and quotation, and CAVOK is not responsible on the following cases.
4. In case of cancellation or return at unilateral customer withdrawal, CAVOK reserves the right to deduct, from money return, a compensation in concept, at least, of the following (to be aggregated):
5. 1. Manufacturing and assembly.
   2. Custom development and / or product customizations.
   3. Urgent production.
   4. Large volume orders.
   5. Financial costs.
   6. Provisioning costs.
   7. Storage and warehousing.
6. At the time storage and warehousing costs exceeds payments made by the customer, CAVOK reserves the right to pause or retain the order until costs are satisfied. In case an agreement is not reached on this surcharge, CAVOK can cancel the order without possibility of reimbursement.
7. In case installment payments have been agreed and the customer does not accomplish with the required payments, CAVOK deserves the right to unilaterally cancel an order after 2 months from the latest due date.
8. Orders paused for any reason (customer request or inattention, lack of payment...), for more than 3 months will be considered as rejected by the customer and products remaining at CAVOK facilities will be sold or destroyed with no compensation to the customer.
   
   

5. Prices

1. The prices specified in the quotations are exclusive of taxes; and are exclusive of all other taxes and levies imposed by the authorities.
2. In the event prices or information is mentioned, of which the Customer could or should reasonably have understood that these were apparently incorrect, CAVOK shall be always entitled to refuse the order or cancel it, even if confirmation of the supply has already been forwarded. The opinion of CAVOK shall be decisive when establishing that the prices or information have apparently been incorrect.
3. Training, support and other services does not include travel expenses. Travel expenses for CAVOK personnel displacing out of their offices will be quoted prior to providing the service and may suffer changes after the support is performed. It may also include extra personnel support days which for the displacement.
4. Training, support and other services initial quotations are based on a required effort estimation, there may be changes depending on the project's needs.
5. Volume discount prices are only applicable to volume orders for multiple products ordering with same configuration.
6. List prices are published in January and have validity of one (1) natural year. These prices might be subject to variation in the event that production costs have a significant increase due to any issue external to CAVOK control (components price variation, raw materials variation, regulation requirements, etc.)
7. Price list review is performed yearly by adapting it to market trends. This price variation will always be performed by following a low-price policy, provided that it is in accordance with the market.
8. In orders with VAT exclusion CAVOK deserves the right to check that the Costumer is entitled for TAX exclusion. In order to warrantee that the VAT exclusion is performed according to the law, CAVOK may request to the Costumer additional information prior to processing the order. In cases where the VAT exclusion entitlement cannot be probed or CAVOK has reasonable doubts on the information provided, CAVOK deserves the right to dismiss the order with the corresponding refund or to request an additional payment for TAXES.
   
   

6. Payment

1. Customers are required to pay for products and/or services in advance, unless agreed otherwise between CAVOK and the Customer.
2. The Customer may never be permitted to apply set off and/or to suspend payment.
   
   

7. Shipment, Delivery and Retention of Title

1. CAVOK shall, after receipt of payment, proceed to shipment of the ordered products and/or systems.
2. The costs of shipment shall be for the account of the Customer and shall never be reimbursed by CAVOK, unless otherwise agreed.
3. Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the products shall be for the Costumer's account and shall be reimbursed forthwith where necessarily paid by CAVOK.
4. The expected delivery times may vary depending on the items and the stock availability. The Costumer can request an estimated delivery date, CAVOK will do what is in their hand to fulfill the order before the delivery date when possible. Indicated times are indicative only, they are not guaranteed and are not binding.
5. The ownership and the risk of damage and loss of the products and/or the systems shall pass to the Customer at the moment that CAVOK has in fact put the products and/or systems in the hands of the currier or the customer itself.
6. In case CAVOK is of the opinion that the delivery period for a product which is not in stock is reasonably too long, CAVOK may decide to cancel the order. In that case, any amounts paid in advance shall be reimbursed.
7. Some products delivered by CAVOK may be considered as dual use technology or may be subject to an export agreement procedure. An End User Certificate may be required in order to apply for export clearance from relevant authorities in Spain or France. If it is the case, CAVOK cannot be held for any delay in the delivery or even for impossibility of delivery in case the export license is not approved.
   
   

8. Investigation, Inspection and Claims

1. The Customer is required at all times to investigate whether and to what extent the products it has ordered are suited to the purposes it envisions. This investigation obligation concerns, but is not limited to, the functional and technical applications of the products, as well as the requirements in the area of safety.
2. If at delivery, a product is damaged, does not function or is incomplete, or if it is another product than was ordered, or which, according to the Customer, is not in accordance with the agreement, the Customer shall give notification thereof to CAVOK within fourteen (14) days after receipt.
3. Product features are fully described within the product documentation. It will be responsibility of the Costumer to check that the system is suitable for their application prior to placing an order.
   
   

9. Returns

1. Products may be returned under the terms and conditions as determined in this article. A product must be returned, complete with all accessories and other goods belonging thereto, in the original and undamaged packaging. Applicable to each return shipment is that irrespective of the reason for the return, an RMA (Return Merchandise Authorization) number must be requested to CAVOK prior to sending any equipment to CAVOK. Return shipments without an RMA number shall be refused and returned to sender. RMA numbers are valid for fourteen (14) days of having been issued.
2. The Customer shall bear the shipment and insurance costs of a return shipment.
3. Amounts already paid by the Customer for returned products shall be reimbursed by CAVOK within sixty (60) days after receipt of the return shipment. The same commercial policy will apply in those cases where the product has not been delivered to the client yet, but he/she decides to cancel the purchase order; on this case, the sixty (60) days period for the reimbursement will become effective after receiving by CAVOK the request from the client.
4. The following products may never be returned:
5. 1. Products that have been tailor made or customized.
   2. Volume orders.
   3. Express orders.
   4. Products which have been damaged or modified by the Customer.
   5. Products which have become unusable.
   6. Products from which the warranty label has been removed or adjusted.
6. All replaced components shall become the ownership of CAVOK. The warranty obligation shall lapse if defects in the products or systems are the consequence in full or in part of incorrect, careless or incompetent use, of outside causes such as falling or impact damage, and fire or water damage, or if the Customer, without the permission of CAVOK, has introduced modifications in the products.
7. Each other claim of the Customer regarding to non-conformity of the delivered products and systems under these General Conditions, this including claims for compensation of damages of the Customer, are explicitly excluded. The Customer may not, in all events, invoke the non-conformity of the delivered products and systems if and insofar as the law denies such appeal.
8. Costs of work and repair outside the framework of this warranty shall be charged by CAVOK in conformity with its customary rates. In this case, the Customer shall bear the costs of the shipment and insurance costs of the return shipment. This equally applies if CAVOK can find no material and/or manufacturing defects in the returned products and/or systems.
9. CAVOK staff and safety pilots are not liable of platforms integrity or damages caused by the same during integration, tests, operations or any other circumstance in which the platform could become damaged or can cause any kind of damage.
10. Goods not manufactured by CAVOK will be exclusively under manufacturer conditions.
    
    

10. Operation Responsibility

1. In some countries authorities may require some specific conditions to operate systems provided by CAVOK. It will be in the sole responsibility of the Customer to check the local regulations and to be sure that the system is according to it prior to placing an order. CAVOK will not be responsible, at any case of an operation not performed according to the law. 
2. Please make sure that frequency band and output power in your order is permitted in your territory prior placing an order. Order may be cancelled in case selected radio is not allowed in your territory.
3. The operator will operate the system under their sole responsibility and should have an extensive knowledge about the system and safe operations. CAVOK will never be responsible of damages caused during the operation of the system to: Customer platform, other installations, personal damages or any other damage caused. Always make sure to operate the system in a safe environment where no damage can be caused in case of platform failure.
4. The Customer acknowledges and agrees that the Customer shall be solely responsible for the use of CAVOK products, and that the Customer shall indemnify and save CAVOK harmless from and against any and all costs, losses or damages of any kind, including attorney's fees, which CAVOK may suffer or incur, and from and against any and all claims, costs, losses or damages of any kind suffered or incurred by the Costumer or others, arising out of or in any way connected with the Customers use of CAVOK products.
   
   

11. Dissolution

1. If the Customer does not, or does not timely or properly, fulfill its obligations vis-à-vis with CAVOK, or if it has applied/or it is going to apply for bankruptcy, or if it is declared in bankrupt, or if it has requested suspension of payments, or if it has offered an arrangement or if it entered into a composition with its creditors or a part thereof, furthermore, in the event of attachments of its assets or a part thereof, or if it should proceed to sale or liquidation of its business, as well as in the event of death, being placed in receivership or in the event the Customer should lose control over or of the management of its business or a part thereof, the Customer shall be in default by operation of law and each claim, which is charged to or acquired by CAVOK shall be immediately payable in one lump sum without notification of default thereof being required.
2. In the cases specified under article 11.1, CAVOK is entitled, without any notice of default being required, to suspend unilaterally the further execution of the agreement or to have it dissolved in whole or in part.
3. CAVOK is authorized at all times to claim damages from the Customer, as well as to repossess the goods delivered.
4. In the event the Customer wishes to dissolve the agreement, it is required at all times to first give CAVOK notification of default in writing, and to grant CAVOK a reasonable period to still fulfill its obligations, or to remedy shortcomings, which the Customer is required to describe precisely in writing.
5. At no time shall the Customer be entitled to dissolve the agreement in whole or in part, or to suspend its obligations, if the Customer itself was in default of the fulfillment of its obligations.
6. In the case of dissolution of the agreement in whole or in part, the Customer may not make claim on or undo performances already carried out by CAVOK, and CAVOK has a full, unimpaired right to payment for performances it has already carried out.
   
   

12. Website

1. Although the information on the website has been compiled with all due care, CAVOK cannot guarantee that it is accurate, complete, or up-to-date. The information may be changed at any time, without further notification. CAVOK is entitled to cease making the information available on the website or to restrict the access thereto.
2. CAVOK is not liable for any damages arising from the use of (or impossibility of using) the website, this including damages as a consequence of viruses or incorrectness or incompleteness of information. CAVOK is furthermore, not liable for damages as a consequence of the use of electronic means of communication with the website, this including – but not limited to – damages as a consequence of non-delivery or delay in the delivery of electronic messages, interception or manipulation of electronic messages by third parties or by software/apparatus used for electronic communication and the transmission of viruses.
   
   

13. Intellectual Property Rights

1. Intellectual property rights, those in all events including the copyright and the databank right, with regard to the website content and the look and feel of the website are vested exclusively in CAVOK and/or its licensors.
2. The content of the website is exclusively intended to inform Customers about products, systems and services of CAVOK and to offer Customers the opportunity to buy those products, systems and services. The Customer is not permitted (i) to remove or to change any notice concerning copyrights, brands, trade names or any other intellectual property right; (ii) to change the content of the website; and/or (iii) to download such large amounts of the content of the website to a database or other computer in order to use those parts of the content of the website instead of using the content of the actual website at https://www.cavok-spain.com/
3. The Customer is not permitted to remove any trademarks or marking on the products.
4. Product designs are protected under the Intellectual Property laws and the reproduction or copy of any product supplied by CAVOK is strictly prohibited.
   
   

14. Privacy

1. CAVOK processes personal data in accordance with the Spanish Personal Data Protection Laws and other applicable legislation and regulations.
   
   

15. Jurisdiction

1. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
2. The Buyer shall be responsible for the use of the Goods according to the destination country legislation and the Seller will never be responsible for the inappropriate use of Goods.
3. This Agreement shall be governed by and construed in accordance with the laws of France and any action concerning this agreement will take place in the Paris area Courts.
4. According to UE regulation nº 524/2013 about resolution of dispute in consumer affairs, the Regulation called ODR (Online Dispute Resolution) establishes the PODR platform (Platform of Online Dispute Resolution). More info in: ec.europa.eu/consumers/odr/.