Important - Please read carefully the following before continuing with your purchase.

By purchasing any Clogworks Technologies Limited branded product (the Product), the buyer (the Buyer) agrees to be bound to the terms of the Agreement set out below (the Order). Clogworks Technologies Limited (the Seller) may update or change the below terms, conditions, policies and notices from time to time and without notice.

1. Prices

 Unless otherwise stated on the website or as agreed between the Seller and the Buyer, all prices are in pound sterling (GBP or £) and do not include postage, handling and applicable taxes. Where applicable, taxes will be shown on and added to your invoice. All such taxes shall be paid by the Buyer. All published prices are subject to change without notice. Unless withdrawn in writing earlier, written quotations shall expire thirty (30) calendar days from the date of quotation. A quotation shall lapse if the Product to which the quotation relates to is no longer available. Verbal quotations shall act as a guide only and the Seller shall not be bound by these quotations.

2. Payment

 2.a. Deposits

If the Seller requires a deposit to be paid on the Product, the Buyer must pay the deposit for the amount specified by the Seller, at the time of the Order, or as agreed in writing. Deposit payment shall be made via bank transfer. Deposits are non refundable, unless the Seller refuse the Order.

 2.b. Payment of the remaining balance

i) Prior to the Order being processed for shipment, the Buyer will be required to pay the full remaining balance, unless different payment terms have been agreed in writing.

ii) Balance payments shall be made via bank transfer.

 2.c. Standard payment terms

i) All Orders must be paid in full prior to shipment or collection, unless different payment terms have been agreed in writing.

ii) The Seller has the right to refuse an Order, even after accepting payment or partial payment for such Order. In the event that the Seller rejects an Order, it will credit/refund any such payment. 

2.d. Overdue invoices

Overdue invoices may incur additional costs as follows:

i) The Seller may charge interest on the amount outstanding, calculated at 3% a month above the Bank of England’s base rate of that month, until it is paid.

Forward warning will be given before interest starts accumulating on overdue invoices.

ii) The Seller may also charge reasonable debt recovery costs incurred.

3. Shipping

3.a. Carrier and method shipping

The Seller will use its best efforts to dispatch an Order within [40] business days of receipt of payment. In each case, the Product will be shipped using an internationally recognised carrier. On each occasion, the Seller will ship the Order using the method it deems, in its sole discretion, most advantageous to the parties. In the instance of an Order for a ready-to-fly system, the purchase of a flight case appropriate for the Product is advised if not already included. All other Orders will be shipped using standard commercial packaging appropriate for the Product. If special packaging or export instructions are requested by the Buyer, these may be accepted by the Seller at its sole discretion and any additional costs will be borne by the Buyer. 

3.b. Tracking and signatures

All Orders shipped by the Seller will include tracking information that will be provided to the Buyer on dispatch. Shipped Orders will usually require the signature of the Buyer on delivery.

3.c. Fees and taxes

i) The Buyer will be advised of all shipping costs associated with the Order when the Order is confirmed with the Seller. The Buyer shall be responsible for all shipping fees (including handling, packing and postage) and such shipping fees shall be collected by the Seller prior to dispatch.

ii) The Buyer is solely responsible for any and all import duties their local customs office may impose on Orders shipped outside of England.

iii) If a package is returned to the Seller due to the carrier's inability to collect customs duties or deliver the package to the Buyer's provided ship-to address, the Seller will not refund shipping costs when and if the package is returned to the Seller.

3.d. Assumption of risk

i) While special care will be taken with the Buyer's Order, the title, risk of loss or damage shall pass to the Buyer the moment the Order leaves the Seller premises in England. The Seller will not be responsible for any Orders not reaching their intended delivery location and no refunds will be paid by the Seller in this instance.

ii) The Seller will use reasonable efforts to notify the Buyer of any anticipated delays in delivery, however the Seller will not be liable for any loss, damages or penalty resulting from such delivery delays.

3.e. Acceptance of the Product

Acceptance of the Product by the Buyer shall occur no later than fourteen (14) days after receipt of the Product. Product not rejected during this fourteen-day period shall

be deemed accepted, and all returns shall be handled in accordance with Section 5 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to the Seller or based on test procedures that the Seller does not conduct.

 4. Warranty

The Seller warrants that Products sold to a Buyer will be of sound quality and workmanship and free from any material deficiencies for the time period set out below. Upon expiration of the stipulated period, the Seller shall be free of liability for any subsequent or consequential damages thereafter. The Seller may, at its discretion, use refurbished parts for repairs or replacements. Certain products may be subject to a separate software license agreement.

4.a. Standard warranty

The Seller grants the original Buyer of a Product a one (1) year warranty, which includes cover for parts and labour charges for the Product. The Buyer shall be responsible for all shipping fees. In order for the Seller to make a decision on the warranty claim, the Seller requires authentic and valid proof of purchase, to be included with the returned Product. Failure to provide this will invalidate the warranty claim. For the avoidance of doubt, those components repaired or replaced in the Product (and only those components) shall be under warranty for a period the greater of (i) the balance of the applicable warranty period relating to such Product or (ii) ninety (90) days after it has been received by the Buyer. The warranty shall be valid from the date of delivery to the Customer. Any parts replaced by the Seller during warranty repair are the property of the Seller and will not be returned to the Buyer. The Seller may use refurbished parts for repairs or replacements.

 The above warranty DOES NOT apply to batteries or parachutes included with the Product. Please see below for specific warranties relating to batteries and parachutes.

The Seller may offer ex-demo Products or Prototypes with reduced warranty terms, which will be specified separately.

4.b. Exclusive battery warranty

The warranty granted by the Seller for batteries included with the Product is limited to original defects relating to the materials within the battery and the workmanship relating to the batteries only. It does not cover incidental or collateral damage. Charging the battery in any manner other than as instructed, using the battery incorrectly, ignoring the stipulated warnings and generally failing to follow the instructions set out in the manual, causing damage to the battery, will not be covered under this warranty.

4.c. Exclusive parachute warranty

If the Buyer require their Product to be equipped with an automatically and/ or manually deployable parachute system, the Seller can integrate one on behalf of the Buyer. However, the Buyer understands that a parachute may fail in various modes and even if it does deploy, it will not fully protect the Product from damage or prevent serious injury to persons on the ground or damage to property should a collision occur. The warranty granted by the Seller for parachutes included with the Product is limited to the warranty offered by the parachute's manufacturer and the workmanship relating to the parachute's hardware integration only. It does not cover malfunction or incidental deployment.

4.d. Warranty exclusions

The Seller warranty will not cover:

i) The Product if it has been:

1) altered, modified or repaired by the Buyer or an unauthorised agent/third party;

2) damaged due to it being used in any way other than in accordance with the Product specifications and the owner's manual resulting in the need for maintenance, repair or replacement of the Product. This includes but is not limited to: theft, exposure to weather conditions outside the recommended range, operator negligence, misuse, abuse, improper electrical/power supply;

3) handled or stored improperly;

4) dropped;

5) involved in an accident, disaster, or act of nature not related to but affecting the Product;

6) used with defective batteries or contaminated by battery leakage;

7) damaged in transit;

8) poorly maintained; and/or

9) suffered only cosmetic damage.

ii) Any non-operating parts; and

iii) Sealed components that have been removed, modified or had their seals broken, including but not limited to, motors or electronics.

IMPORTANT: Due to the unique nature of the Product, all warranties expressed above will automatically be invalidated in the event that any software, parts and/ or products are used with or connected to the Product, that do not come with the Product or are not approved by the Seller.

4.e. Limitation of liability
This warranty is the only warranty given by the Seller. The warranty extends to the original Buyer only and is non-transferable. Repair, replacement or credit for defective parts is the only remedy under this warranty, they do not warrant the performance or results of the Clogworks Technologies Limited Product. Furthermore, the Seller make no warranties, conditions, representations or terms, expressed or implied, whether by statute, tort, common law, custom, usage or otherwise as to the Clogworks Technologies Limited Product (other than what is set out above) including any components used in the Product. This limitation of liability includes but is not limited to non-infringement of third party rights, integration, merchantability, satisfactory quality, or fitness for any particular purpose. The liability of the Seller shall not, under any circumstances, exceed the individual price of the Product on which liability is asserted. Furthermore, the Seller shall not be liable for consequential, incidental, indirect or extraordinary damages, loss of profits or production or commercial loss in any way, regardless of whether such claim is brought in contract, warranty, tort, negligence, strict liability or any other theory of liability, even if the Seller has been advised of the possibility of such damages.

4.f. Non warranty repair

In the event that a Product needs to be repaired, but no longer qualifies for repair under the above warranty, it may be returned to the Seller for assessment (the cost of such assessment shall be borne by the Buyer). Following the assessment, the Seller will provide a quotation for the repair of the Product, at which point the Buyer will confirm whether the repair shall proceed. The Buyer is responsible for all costs associated with such refurbishment, such as troubleshooting, diagnosis, repair, test, calibration, storage, and shipping costs. Any repaired or replaced Product shall be warranted for ninety (90) days after it is received by the Buyer. Only the components that were repaired or replaced will be eligible for the 90-day warranty. The Seller may use refurbished parts for non-warranty repair.
4.g. Third party warranty

The Seller does not honour warranty agreements extended by third parties. Only warranty agreements granted by the Seller will be honoured by the Seller.

4.h. Changes to the warranty

The Seller reserves the right to change or modify this warranty at any time without notice. For up-to-date warranty information, visit www.clogworks.com.

EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE SELLER MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO THE CLOGWORKS TECHNOLOGIES LIMITED PRODUCT OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE SELLER DO NOT WARRANT THE PERFORMANCE OR RESULT OF THE CLOGWORKS TECHNOLOGIES LIMITED PRODUCT.

THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT, OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY THE SELLER AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED. THIS WARRANTY EXTENDS TO THE BUYER AND IS NON-TRANSFERABLE TO OTHER THIRD PARTIES. THE SELLER WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE, LOST TIME, OR LOST DATA RESULTING FROM THE FAILURE OF ANY PRODUCT OR EQUIPMENT OR FROM DELAYS IN SERVICE OR THE INABILITY TO RENDER SERVICE.

5. Cancellation and Termination

No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of any cancellation.

The Seller is entitled to suspend the fulfilment of the obligations or to terminate the Order, if:

i) the Buyer does not comply or fully comply to the obligations of the Order;

ii) the Buyer is declared bankrupt;

iii) the Buyer has ceased to exist or has been dissolved;

iv) due to delays from the Buyer, the Seller can no longer fulfil the Order on the originally agreed conditions.

The Seller retains the right to payment for all Products already delivered.

6. Returns

6.a. RMA

Before a Buyer returns a Clogworks Technologies Limited Product (the Product) to the Seller, they must first complete and submit a Return Merchandise Authorisation form (RMA). To complete this form, please request a copy at support@clogworks.com and follow the instructions. Upon receipt of the completed form, the Seller will communicate with the Buyer, acknowledging the request and advising on the likely next course of action based on the request set out in the RMA. The Seller maintain that any decision they make with regards to repairs and replacement of the Product is at their own discretion.

6.b. Batteries

The Buyer acknowledges they have been made aware of the risks associated with shipping lithium polymer batteries and the requirements to do so safely. The Buyer agrees to have the battery shipped by a certified shipper of dangerous goods if the Buyer is returning the battery to the Seller. The Buyer agrees not to ship the battery at all if it has been damaged in any way. 

The Buyer shall be held liable for any damage and/or loss associated with Buyer’s failure to comply with this provision and agrees to indemnify and hold the Seller, and its employees, harmless from any and all liability arising from such failure to comply.

 6.c. Shipping

The Buyer is required to ship the Product within seven (7) days of the date the RMA was issued.

All costs associated with the return of the Product are the responsibility of the Buyer. If possible the Product should be returned in its original container, otherwise, the Buyer must use similar protective packaging so as to guarantee the Product is not damaged in transit. The Buyer must use an internationally recognised logistics company to return the Product. Regardless of the logistics company used, the Product must be fully insured prior to dispatch. 

Products damaged in transit, due to inadequate packaging by the Buyer, will not be considered for a refund or repair and will be returned to the Buyer at the Buyer’s cost.

7. Limitation of liability

In no event shall the Seller be liable to the Buyer for any consequential, punitive, incidental, indirect or extraordinary damages, or any damages whatsoever resulting from loss of use, data or profits (however caused and under any theory of liability) or commercial loss in any way, even if the Seller have been advised of the possibility of such damages. In no event shall the Seller‘s liability for a Product (whether asserted as a tort claim, a contract claim or otherwise) exceed the amounts paid to the Seller for such a Product. Notwithstanding anything in this agreement, in no event shall the Seller‘s liability for all claims arising out of or relating to this agreement exceed the amounts paid by the Buyer to the Seller for the Products in the last twelve (12) months. In no event will the Seller be liable for costs of procurement of substitute goods by the Buyer. In no event will the Seller be liable for damages arising out of any late delivery. The limitations set forth herein shall apply to all liabilities that may arise out of third-party claims against the Buyer.

8. Force majeure

The Seller shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire, flood, pandemic, accident, riot, war, government intervention, embargoes, strikes, labour difficulties, equipment failures, or any other causes beyond the control of the Seller. Quantities are subject to availability. In the event of shortage, the Seller may allocate sales and deliveries in its sole discretion.

9. Indemnification

The Buyer shall indemnify, defend, and hold the Seller and the Seller’s officers, agents and other representatives, harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by the Buyer's misuse of the Product or by the negligent or wilful acts or omissions by the Buyer, or (ii) based on any breach of these Terms and Conditions by the Buyer.

10. Own use

The Buyer warrants to the Seller that they are purchasing the Product for the Buyer’s own use only and not for resale or offering the Product for rental. The Buyer shall not resell or rent the Product or remove components from the Product for resale.

11. Export and Re-Export Restrictions and Regulations

The Buyer agrees to comply with all export and re-export restrictions and regulations of the Department for International Trade and any other United Kingdom or foreign agencies and authorities in connection with the Buyer’s use of the Seller’s products and services. The Buyer agrees to not violate any local, state, federal or foreign laws. The Buyer agrees not to transfer or authorize the transfer of any materials to a prohibited country in violation of any laws. In particular, but without limitation, the materials may not, in violation of any laws, be exported or re-exported into any UK embargoed countries. By using any materials subject to any such restrictions and regulations, the Buyer warrants that the Buyer is not located in, under the control of, or a national or resident of any such country.

12. Restriction of use

The Buyer will not cause or permit the modification or reverse engineering of software, electronics or components of Clogworks Technologies Limited Product without express written consent from the Seller.

13. Proprietary information

The Seller retains all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all Clogworks Technologies Limited’s designs, manufacturing processes, engineering details, and other data pertaining to any Product sold.

The Products are offered for sale and sold by the Seller on the condition that such sale does not convey any right, expressed or implied, stated or otherwise, under any intellectual property or manufacturing process. The Seller expressly reserve all intellectual property rights on the Product. 

14. Updates to Terms and Conditions of Sale

You can review the most current version of the Terms and Conditions of Sale on our website (www.clogworks.com\tcofsale). We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions of Sale by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. 

15. General

15.a. Headings

The section headings used herein are for convenience only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

15.b. Severability

The provisions of this Agreement shall be severable and in the event that any provisions are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law.

15.c. Entire agreement

These terms and conditions constitute the entire and exclusive agreement between the Buyer and the Seller concerning the products and Buyer’s purchase hereunder and supersedes any and all statements or other agreements, whether written or oral, between the Buyer and the Seller. Amendments to these Terms and Conditions are only applicable if they have been laid down and agreed explicitly in writing by both parties.

15.d. Non-waiver

Failure of the Seller to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of Terms and Conditions thereof.

15.e. Governing law

These Terms and Conditions shall be governed by and interpreted in accordance with English law and both the Buyer and the Seller hereby irrevocably submit to the exclusive jurisdiction of the English courts in connection with these Terms and Conditions.