Terms and Conditions of Purchase for Business Customers

These Terms and Conditions of Purchase apply to all transactions between Scandinavian Drone AB and businesses, municipalities, government agencies, and other organizations that purchase equipment or services for commercial purposes. By placing an order, the buyer confirms that the equipment will be used for commercial purposes and not for personal use.

These terms apply to all types of purchases, including purchases made in our online store, by phone, email, or through other sales channels.

1. Definitions

In these terms and conditions, the following terms have the meanings set forth below:

• SDAB: Scandinavian Drone AB, org. no. 559457-9327, Idévägen 9, 312 62 Mellbystrand, Sweden.
• Customer: the legal entity entering into an agreement with SDAB.
• Products: hardware, software licenses, spare parts, and accessories supplied by SDAB.
• Services: consulting, training, rental, support, and other services provided by SDAB.
• Order: the Customer’s order accepted by SDAB through an order confirmation or delivery.

2. Conclusion and Priority of the Agreement

SDAB sells only to companies and organizations registered in national business registries. We reserve the right not to sell to private individuals.

The agreement is deemed to have been entered into when SDAB has confirmed the order in writing or commenced delivery, whichever occurs first.

These terms and conditions apply exclusively to all transactions between SDAB and the customer. Any terms and conditions of purchase put forth by the customer, regardless of when or how they were communicated (in a request for quotation, order, framework agreement, or other correspondence), do not apply, even if SDAB has not expressly objected to them. Deviations from these terms and conditions are binding only if they have been expressly confirmed in writing by SDAB in the quotation or order confirmation for the specific transaction.

In the event of a conflict between documents, the following order of priority applies: (1) a written, signed individual agreement, (2) SDAB’s order confirmation, (3) SDAB’s quotation, (4) these terms and conditions.

3. Product Information

SDAB is a reseller of, among other things, professional drone equipment for inspection and mapping, as well as related software. We also offer consulting, training, and rental services. The products on our website constitute a large part, but not necessarily the entirety, of our product range.

Specifications, weight, dimensions, and capacity stated in marketing materials are for guidance only and are subject to change by the manufacturer without prior notice.

4. Product Liability and Safety

Several of the products we sell require trained personnel and operating permits from the aviation authority (the Swedish Transport Agency, the Norwegian Civil Aviation Authority, or the Danish Transport Authority) in order to be used safely and legally. It is the customer’s responsibility to ensure that operators have the necessary training and permits.

The customer is fully responsible for ensuring that the equipment is used in accordance with applicable laws, regulations, and permits in the country where it is used. SDAB is not liable for the consequences of the customer’s unlawful use, regardless of whether such use is intentional or negligent.

SDAB cannot be held liable for products that cause personal injury or property damage as a result of the customer’s failure to take necessary safety precautions or to use the products in a sufficiently safe manner. In all cases covered by the Product Liability Act, please refer to the manufacturer of the product in question.

5. Prices

All prices are listed exclusive of sales tax. Prices in the online store, catalogs, and quotes are indicative until SDAB has confirmed the order in writing. The price stated in SDAB’s order confirmation is binding for the transaction, unless otherwise agreed in writing.

Prices in the online store are subject to change without prior notice. SDAB reserves the right to correct pricing errors and cancel orders if the discrepancy is so significant that the error is, or should be, obvious to a professional buyer.

Quotes are valid for the period specified in the quote. If no validity period is specified, the quote is valid for 30 days from the quote date. SDAB reserves the right to withdraw or revise the quote, even within the validity period, in the event of:

• exchange rate fluctuations of more than 3% from the date of the quote,
• significant changes in the manufacturer’s list prices, or
• other circumstances beyond SDAB’s control that significantly affect SDAB’s costs.

In the event of a change to the quote, the customer may choose to accept the revised quote or allow the quote to lapse at no cost.

Confirmed order prices may be adjusted in the event of:

• exchange rate fluctuations of more than 3% from the order date,
• significant changes in the manufacturer’s list prices, or
• a delivery time exceeding 60 days from the order date.

The customer will be notified in writing of any such adjustment and has the right to cancel the order within 5 business days of receiving the notification at no cost.

6. Terms of Payment

The standard term is payment in advance. Invoicing with credit terms is a benefit granted by SDAB following an individual credit assessment. Approval is not automatic but is determined on a case-by-case basis based on the customer’s creditworthiness, business history with SDAB, order value, and other relevant factors. Any invoice terms are explicitly stated in the quote or order confirmation.

In the online store, payment can be made by card or invoice. Invoice payments are handled by SDAB’s payment partner and, depending on the partner’s credit assessment, may be made as prepayment or on credit.

Payment via Ledyer (business customers only)
Our payment provider, Ledyer, offers payment by invoice and credit card for customers who are
businesses, associations, municipalities, or other types of organizations. You’ll find Ledyer’s terms and conditions at checkout. By completing your purchase, you, as the customer, agree to these terms and conditions as well as the payment obligations associated with your order. In the event of late payment, a reminder fee, late payment interest, and any collection costs will be charged. These are Ledyer’s terms and conditions, and [merchant] has no influence over them nor can be held responsible for them. For questions regarding payment, please contact Ledyer. When paying by card, please fill in the required information. No payment fee will be charged.
We accept Visa and Mastercard; when you place an order, the amount is reserved on your account but will not be charged until we have shipped your order. You may be asked to verify your payment via 3D Secure (also known as “Verified by VISA” or “MasterCard Secure,” depending on your card issuer). This process is managed by your bank, and if you experience any issues completing the verification during checkout, we kindly ask that you contact your bank. NOTE! If your card is not authorized and no amount can be charged, a message will appear on the screen indicating that the payment failed. Please note that even if the payment was not authorized, some card issuers will place a hold on the amount. This may mean that you cannot use the held amount for a while. Should you experience any of these issues, we kindly ask you to contact your bank

For direct sales (quotes, procurement, etc.), invoicing is handled by SDAB or through SDAB’s factoring partner. The standard term is payment in advance. A credit period of up to 30 days net from the invoice date may be granted upon approval of a credit assessment.

For repeat customers with an established business relationship, ongoing billing terms may be agreed upon separately. SDAB reserves the right to withdraw or adjust previously granted billing terms at any time if the customer’s creditworthiness deteriorates, payments are missed, or other circumstances warrant it.

In the event of late payment, interest on arrears will be charged in accordance with the Interest Act (the reference rate plus 8 percentage points). Reminder fees and collection costs will be charged in accordance with the Act (1981:739) on Compensation for Collection Costs, etc.

SDAB reserves the right to withhold delivery, terminate the agreement, or require payment in advance—even for confirmed orders—if the customer’s ability to pay deteriorates or if previous invoices remain unpaid.

For large orders or special orders, SDAB may require a partial payment upon placing the order and final payment prior to delivery.

7. Delivery, Terms of Delivery, and Transfer of Risk

Delivery is made FCA SDAB’s warehouse in Mellbystrand (Incoterms 2020), unless otherwise agreed in writing. Risk of loss or damage to the products passes to the customer upon loading onto the carrier’s vehicle at SDAB’s warehouse.

At the customer’s request, SDAB may arrange transportation to the destination as a service. The fact that SDAB arranges transportation—regardless of whether the transportation cost is invoiced separately, included in the order price, or whether delivery is made carriage paid—does not alter the transfer of risk under FCA. Risk passes to the customer upon loading onto the carrier’s vehicle at SDAB’s warehouse, regardless of who orders or pays for the transportation.

The customer is responsible for purchasing shipping insurance if desired. At the customer’s request, SDAB can arrange shipping insurance as an additional service for an additional charge.

For deliveries outside Sweden, import VAT and customs duties are handled by the customer in the destination country. Prices are always quoted exclusive of local VAT/MVA in the destination country. SDAB does not undertake to register for VAT in other countries or to act as the importer of record in the destination country.

If a delivery is expected to be delayed, we will inform the customer as soon as we become aware of this. SDAB is not responsible for delays caused by shipping companies or other circumstances beyond SDAB’s control and cannot be held liable for direct or indirect losses resulting from delayed delivery. If the delivery occurs after the customer’s need for the goods has ceased, this is not considered a valid ground for cancellation.

8. Lithium Batteries and Shipping Restrictions

Due to strict regulations governing the air shipment of lithium batteries, we cannot always ship loose batteries via express shipping when part of the route is by air. SDAB reserves the right to cancel orders where this becomes an issue and to suggest alternative shipping solutions.

9. Retention of Title

Delivered products remain the property of SDAB until full payment has been made. Until full payment has been made, the customer may not pledge, use as collateral, or resell the products beyond normal use in the customer’s own business.

10. Warranty

The warranty period and warranty terms are in accordance with the respective manufacturer’s standard terms and conditions in effect at any given time. SDAB provides no warranties beyond those provided by the manufacturer. The manufacturer’s warranty terms can be provided by SDAB upon request prior to purchase.

The warranty covers defects in materials and workmanship. The warranty does not cover, among other things, damage or defects caused by:

• improper handling, use outside the specified conditions, or use contrary to the manufacturer’s instructions,
• accidents, collisions, drops, or other mechanical impact,
• external influences such as water damage, lightning strikes, fire, or other natural events,
• use in violation of applicable laws and regulations, including aviation regulations and licensing requirements,
• modifications or repairs performed by anyone other than the manufacturer or a service partner authorized by the manufacturer,
• normal wear and tear or consumable parts,
• use of unapproved accessories, batteries, or software.

The list above is illustrative and not exhaustive. Other causes of damage or defects that fall outside the manufacturer’s warranty coverage are also excluded.

Since many manufacturers handle warranty claims directly, the customer cannot require SDAB to perform warranty repairs, as this may affect the validity of the warranty or the product’s functionality. SDAB acts, where applicable, as the customer’s point of contact with the manufacturer but does not assume the manufacturer’s obligations.

If, after investigation, SDAB determines that the defect is not covered by the warranty, the customer will be charged for time spent as well as any shipping and material costs.

11. Complaints

Upon receipt of the delivery, the customer is responsible for immediately inspecting the delivered products.

Since delivery normally takes place on an FCA basis at SDAB’s warehouse (see Section 7), the risk of damage in transit passes to the customer upon loading. Claims for damage in transit must be filed directly with the shipping carrier in accordance with the carrier’s terms and procedures. SDAB is not liable for damage or loss occurring during transit.

Visible defects (wrong product, incorrect quantity, or other defects discovered upon unpacking and inspection) must be reported in writing to SDAB no later than 5 business days after receipt.

Hidden defects must be reported in writing without delay after the defect is discovered or should have been discovered, but no later than the manufacturer’s warranty period (normally 12 months from the delivery date, though this may vary by manufacturer).

Complaints received too late result in the loss of the right to compensation.

The complaint must be submitted in writing to SDAB’s support system and must include:

• order number and invoice number,
• the product’s serial number,
• a description of the defect and when it was discovered,
• evidence that allows the defect to be assessed (photos, log files, etc.).

12. Limitation of Liability

SDAB is a reseller and not the manufacturer of the products sold. Claims regarding the product’s function, quality, or defects should primarily be directed to the manufacturer in accordance with the manufacturer’s warranty and liability. SDAB acts, where applicable, as the customer’s point of contact with the manufacturer, but does not assume the manufacturer’s obligations.

SDAB’s own liability, regardless of the basis for liability (breach of contract, negligence, warranty, or otherwise), is limited to the lesser of:

• 5% of the net value of the order, or
• 50,000 SEK per incident,

and a maximum of 100,000 SEK in total during a calendar year for the same customer.

Under no circumstances shall SDAB be liable for:

• indirect damages, consequential damages, or compensation of any kind other than direct damage to the equipment,
• loss of profits, loss of production, business interruption, or loss of revenue,
• lost orders, contract losses, penalties to third parties, or other obligations the customer has toward third parties,
• costs for replacement equipment, rented equipment, or alternative solutions,
• data loss, software errors, or costs associated with data recovery,
• costs resulting from delays in the customer’s projects, missed deadlines, or loss of goodwill,
• the customer’s labor hours, wages, or other personnel costs,
• damage to third parties or third-party property beyond what is required by mandatory law.

The customer is fully responsible for obtaining and maintaining all necessary property, liability, operational, and business interruption insurance for its operations and its use of the equipment. The customer is also responsible for backing up data and for maintaining redundant systems where operations so require.

The limitations in this section do not apply in cases of willful misconduct or gross negligence on the part of SDAB, or where the law provides otherwise.

13. Force Majeure

SDAB is not liable for delays or failure to perform due to circumstances beyond SDAB’s reasonable control, including but not limited to natural disasters, war, acts of terrorism, pandemics, government actions, export controls, sanctions, disruptions in the transportation sector, cyberattacks, shortages of semiconductors or components, and similar events affecting SDAB or SDAB’s suppliers.

In the event of force majeure, the delivery time shall be extended by a reasonable period. If the impediment lasts longer than 90 days, either party may terminate the agreement in writing without liability for damages, in which case any advance payments shall be refunded upon return of any products that may have been delivered.

14. Export Control and End Use

The customer confirms that the equipment will be used for the customer’s own purposes and will not be transferred to countries, organizations, or end users subject to sanctions, in violation of EU, Swedish, or other applicable export control regulations.

The customer is responsible for obtaining the necessary export licenses in the event of any resale or re-export outside the EU/EEA. The customer agrees to inform SDAB if the equipment is to be used for military purposes or by government authorities in a country outside the EU, as this may require a special assessment.

SDAB reserves the right to cancel the order without liability for compensation if the delivery would violate applicable export control regulations.

15. Confidentiality

Each party agrees to treat business and technical information received from the other party as confidential and not to use such information for any purpose other than the performance of this Agreement. This confidentiality obligation shall remain in effect even after the termination of this Agreement, as long as the information is not generally known or has not become known through other lawful means.

16. Assignment

The Customer may not assign its rights or obligations under the agreement without SDAB’s written consent. SDAB may assign the agreement to companies within the same corporate group or in connection with the transfer of business operations.

17. Right of Withdrawal

When the customer purchases from SDAB as a business customer, the right of withdrawal under the Distance Sales Act does not apply.

18. Governing Law and Dispute Resolution

These terms and conditions and any agreements based on them are governed by Swedish law, with the exception of Swedish rules of private international law and the CISG (United Nations Convention on Contracts for the International Sale of Goods).

Disputes shall in the first instance be resolved amicably through negotiations between the parties. If this is not possible, the dispute shall be settled by the Halmstad District Court as the court of first instance.

19. Changes to the Terms and Conditions

SDAB reserves the right to amend these terms and conditions. Amendments apply to agreements entered into after the publication of the updated version. For agreements already entered into, the terms and conditions in effect at the time the agreement was entered into shall apply.