UAVLAS Purchase Terms and Conditions

Effective Date: December 18, 2025
Applies To: All UAVLAS purchase orders issued to suppliers (“Supplier”)

These Purchase Terms and Conditions (the “Terms”) govern every UAVLAS purchase order (the “Order”). By accepting an Order, Supplier agrees to these Terms without additions or modifications unless UAVLAS agrees in writing.

1. Orders and Acceptance

An Order is UAVLAS’s offer to purchase the specified goods/services (the “Supply”).
Acceptance occurs on the earliest of: signing/confirming the Order, shipping, or starting performance within the Order validity.
The Order is limited to these Terms; differing Supplier terms do not apply unless UAVLAS agrees in writing.
Supplier acknowledges receipt of each Order within two (2) working days.

2. Delivery and Scheduling

Time, quantity, and delivery dates are of the essence; late or partial performance may be cancelled without liability.
Delivery point is the location designated by UAVLAS. No early shipments without prior written approval.
Blanket agreements: UAVLAS may issue a blanket form (all commercial terms except delivery dates/quantities), followed by release orders for shipments. Supplier keeps WIP to meet reduced lead times; UAVLAS pays documented WIP costs if it cancels releases.

3. Changes (Modifications)

UAVLAS may change volumes, delivery dates, or Supply scope. Cost decreases flow to UAVLAS. If a change materially increases Supplier cost or time, the parties will agree an equitable adjustment; failing agreement, UAVLAS may terminate the affected portion without liability. Supplier must assert adjustment claims within 10 days.

4. Packaging and Documentation

Supplier packages goods for safe shipment/storage per UAVLAS instructions; use designated packaging if specified. Include all documentation needed for shipping, import/export, use, and maintenance.

5. Shipping

Upon shipment, email UAVLAS shipping notification with Order reference, parcels, description, and required import/export documents.
Unless stated otherwise: FOB for local suppliers; Ex-Works (Incoterms 2010) for global suppliers.

6. Invoicing

Send invoices to the address stated in the Order. Include Order references, description, unit prices, delivered volumes, packing list, certificates of origin (USA/EU), and any items UAVLAS reasonably requires.
If development costs are agreed, invoice them only on the first shipment; declared value must include Supply value plus “value for customs only” for development costs.

7. Prices and Payment Terms

Prices are firm and include transport, insurance, packaging, taxes/duties unless the Order states otherwise.
Standard terms: net 90 days from the later of (a) complete invoice receipt or (b) UAVLAS acceptance of Supply.
UAVLAS may set off any amounts Supplier (or affiliates) owe UAVLAS. UAVLAS may audit Supplier books, records, and facilities for financial condition and Order compliance.

8. Assignment / Factoring

Supplier may not assign, transfer, or factor receivables without 15 days’ prior written notice and UAVLAS finance approval. UAVLAS may pay an approved factor and such payment discharges UAVLAS’s obligation.

9. Warranty

Minimum 24-month warranty from delivery (or acceptance, if applicable).
Supplier warrants goods/services: (i) good title, no liens; (ii) merchantable, fit for intended purpose; (iii) conform to Order/approved samples; (iv) comply with applicable laws/standards; (v) Supplier has adequate financial capacity.
Remedies (at UAVLAS’s option): retain at adjusted price; return for repair/replacement/refund; require re-performance/refund for services; UAVLAS repair at Supplier cost; Supplier repair/replace on-site. Supplier reimburses UAVLAS for transport/handling and all costs from nonconformance. Returned goods are at Supplier risk. If Supplier fails to cure within 10 days, UAVLAS may self-perform or use third parties at Supplier expense. Items repaired/replaced are warranted for 18 months (or life-cycle if shorter).

10. Discontinuation and Spares

Supplier must give ≥18 months’ prior written notice (PCN/PDN) of discontinuation or spec changes. UAVLAS may purchase needed quantities during the notice period.
Spare parts must remain available for 7 years after last delivery unless the Order states otherwise. Return UAVLAS-supplied docs, jigs, and tools after completion/termination.

11. Intellectual Property

Each party retains pre-existing IP. Supplier grants UAVLAS a worldwide, irrevocable, non-exclusive, fully paid license to use any Supplier pre-existing IP included in the Supply.
All inventions/works created while performing the Order are works made for hire and solely owned by UAVLAS; if not so deemed, Supplier assigns all rights to UAVLAS.
Supplier warrants Supply does not infringe third-party rights and will defend/indemnify UAVLAS and customers against related claims, losses, and costs.

12. Confidentiality and Publicity

Information obtained from or about UAVLAS is confidential, used only to perform the Order, and not disclosed. Supplier shall not publicize the relationship or exhibit UAVLAS-derived goods without consent.

13. Indemnity and Insurance

Supplier defends/indemnifies UAVLAS and customers against third-party claims arising from legal violations, negligence, warranty breach, strict liability, or Supplier default (except to the extent caused by UAVLAS negligence).
Minimum insurance (carriers rated A or better): (i) Commercial General Liability incl. Products/Completed Ops and Contractual Liability: ≥$5M per occurrence; (ii) Workers’ Compensation statutory; (iii) Employers’ Liability: ≥$2M each accident/disease; (iv) Auto Liability (owned/non-owned/leased/hired): ≥$2M per occurrence. Name UAVLAS as additional insured with waiver of subrogation; provide certificates and policies on request. UAVLAS may reasonably require additional coverage.

14. Termination

UAVLAS may cancel before shipment (non-specials) or before service start without liability. After that, UAVLAS pays documented, unrecoverable out-of-pocket costs for Order-specific work/materials, capped at the cancelled portion price.
UAVLAS may terminate immediately without liability for: dissolution/liquidation; force majeure >6 weeks; uncured breach after 14 days’ notice; inadequate financial condition; failure to provide adequate assurance.

15. Governing Law and Disputes

Laws of the Republic of Poland; exclusive jurisdiction in courts of Warsaw, Poland.

16. Compliance and Supply Chain

Supplier complies with all applicable laws, including export, customs, restricted parties, equal opportunity, and supplier diversity. Supplier conducts due diligence to avoid conflict minerals funding armed groups (per US Dodd-Frank §1502) and shares measures with UAVLAS upon request.

17. Commercial and Quality Requirements

The Supplier Terms in this document govern all Orders; any additional or different terms in Supplier documents are rejected unless UAVLAS agrees in writing.
Each delivery includes a certificate of conformance (COC) stating PO details, product details, and compatibility declaration.
Product materials should come from a single material batch; if multiple batches are used, they must be packaged separately, declared, and clearly marked.
If UAVLAS or its customers discover a discrepancy, UAVLAS will issue an MRB report; Supplier must provide a full fault report with corrective and preventive actions.
Supplier maintains configuration control to ensure use of the latest approved documentation; drawings take precedence over models unless stated otherwise.
Unless otherwise agreed, sampling quantity is at least 10% of the order for acceptance.
UAVLAS, its customers, and regulatory bodies may audit Supplier and its subcontractors across the supply chain, with access to manufacturing/development documents and processes relevant to the product.

18. Order of Precedence

If there is a conflict: (1) a mutually signed agreement specific to the Order; then (2) the Order; then (3) these Terms.

Contact: office@uavlas.com