1.1 Application. These General Terms and Conditions of Sale ("Terms of Sale") govern every quotation, order, sale and supply of products, spare parts, software, firmware, engineering, repair and other services ("Products") by Vector Technics Private Limited, a company incorporated under the Companies Act, 2013, CIN U31900TG2022PTC165278, GSTIN 36AAICV9019K1ZS, Importer-Exporter Code AAICV9019K, registered office at Plot No. 2-12, SY No. 37/A, Rasheedguda, Shamshabad, Rangareddy, Telangana 501218, India ("Vector Technics"), to any customer, distributor or reseller ("Customer").

1.2 Definitions. "Contract" means the contract for the supply of Products formed under clause 1.3, consisting of the Order Acknowledgement, the Quotation it refers to and these Terms of Sale. "Quotation" means a written quotation issued by Vector Technics. "Order" means the Customer's purchase order. "Order Acknowledgement" means Vector Technics' written acceptance of an Order. "Specification" means the Product datasheet or drawing at the revision stated in the Order Acknowledgement, or a specification agreed in writing and signed by both parties. "COTS Products" means standard catalogue Products. "Custom Products" means Products designed, modified or configured to the Customer's requirements. "Writing" includes email and electronic records under the Information Technology Act, 2000.

1.3 Formation. Catalogue information, price lists and website content are invitations to request a Quotation, not offers. A Quotation is valid for thirty (30) days from its date unless it states otherwise, and may be withdrawn at any time before Vector Technics issues an Order Acknowledgement. A Contract is formed only when Vector Technics issues an Order Acknowledgement, or, if earlier, when Vector Technics ships the Products ordered.

1.4 Exclusion of Customer terms. These Terms of Sale apply to the exclusion of any terms in the Customer's request for quotation, Order, portal, vendor registration, acknowledgement or other document, even if Vector Technics does not object to them, accepts the Order, ships or accepts payment. Customer terms bind Vector Technics only to the extent that an authorised signatory of Vector Technics expressly agrees to them in a signed document identifying the terms concerned. Registration on a Customer's supplier portal, or clicking acceptance of its terms in order to submit a Quotation or invoice, is not such agreement.

1.5 Order of precedence. In case of conflict, the following prevail in descending order: (i) a supply, distribution or framework agreement signed by both parties; (ii) the Order Acknowledgement; (iii) the Quotation; (iv) these Terms of Sale; (v) the Specification.

1.6 Distributors and resellers. A distributor or reseller buys Products under these Terms of Sale as modified by its signed distribution agreement. It may not give its customers any warranty, specification, performance commitment or other representation on behalf of Vector Technics that is broader than those Vector Technics gives under these Terms of Sale, and it bears sole responsibility for any broader commitment it makes.

1.7 Business-to-business supply. Vector Technics supplies Products for business, professional, institutional and governmental use. Where a Customer is a consumer under applicable law, nothing in these Terms of Sale excludes or limits a statutory right that cannot be excluded or limited by contract, including under the Consumer Protection Act, 2019.

2.1 Prices. Prices are those in the Order Acknowledgement and are fixed for the quantities and delivery dates acknowledged. Vector Technics revises its price list quarterly to reflect the cost of magnets, copper, aluminium alloys, electrical steel and other inputs. For call-off, blanket or scheduled orders with deliveries more than ninety (90) days after the Order Acknowledgement, Vector Technics may apply its current price list to undelivered quantities on thirty (30) days' written notice; the Customer may cancel those undelivered quantities without charge by written notice within fifteen (15) days of that notice, unless Vector Technics has already procured materials or started production for them.

2.2 What prices include. Unless the Quotation states otherwise, prices are FCA Vector Technics' facility, Shamshabad, Hyderabad (Incoterms® 2020), include standard commercial packaging, and exclude Goods and Services Tax and other taxes, freight, insurance, export and import duties and clearance charges, special packaging, testing beyond standard production tests, documentation beyond the standard certificate of conformity, and engineering, tooling or non-recurring charges.

2.3 Taxes. The Customer shall pay GST and all other applicable taxes, levies and duties in addition to the price. Exports are invoiced as zero-rated supplies where the law permits. A Customer claiming a concessional rate or exemption shall provide the required certificates before invoicing and indemnifies Vector Technics against any tax, interest and penalty if the claim fails. Where Indian law requires the Customer to deduct tax at source, the Customer shall deduct only the amount required, deposit it on time and provide the prescribed certificate within the statutory period. Where the law of any other country requires the Customer to withhold tax, the Customer shall pay such additional amount as ensures that Vector Technics receives the full invoiced amount.

2.4 Payment terms. Unless the Order Acknowledgement states otherwise: (a) fifty per cent (50%) of the order value is payable within seven (7) days of the Order Acknowledgement, and production and procurement start only on receipt; (b) the balance is payable within thirty (30) days of the invoice date; (c) for first orders, Custom Products and export orders, Vector Technics may require full payment in advance, or an irrevocable letter of credit confirmed by a bank acceptable to Vector Technics; and (d) all payments shall be made in the invoiced currency, in cleared funds, to the bank account stated on the invoice, without deduction, set-off or counterclaim, with all bank charges outside India borne by the Customer.

2.5 Bank details. Vector Technics will never change its bank account details by email alone. Before paying to a new or changed account, the Customer shall confirm it by telephone with Vector Technics' finance team on a number known to the Customer independently. Vector Technics is not responsible for payments made to an account notified by any other means.

2.6 Late payment. Any amount not paid when due bears interest from the due date until payment at eighteen per cent (18%) per annum, calculated daily, or, where Vector Technics is a micro or small enterprise and the Micro, Small and Medium Enterprises Development Act, 2006 applies, at the higher rate and on the terms provided in section 16 of that Act, which shall then prevail. The Customer shall also reimburse Vector Technics' reasonable costs of collection, including legal fees. Nothing in these Terms of Sale limits any right of Vector Technics under the Micro, Small and Medium Enterprises Development Act, 2006.

2.7 Credit and suspension. Vector Technics may set and vary credit limits at any time. If any amount is overdue, the Customer exceeds its credit limit, or Vector Technics reasonably doubts the Customer's ability to pay, Vector Technics may, without liability, suspend production and deliveries under any Contract, require advance payment or security for further deliveries, and declare all unpaid amounts under all Contracts immediately due. Delivery dates are extended by the period of any suspension.

2.8 Disputed invoices. The Customer shall notify any dispute about an invoice in Writing, with reasons, within ten (10) days of receipt, and shall pay the undisputed portion when due. An invoice not disputed within that period is accepted.

3.1 Delivery terms. Delivery is FCA Vector Technics' facility, Shamshabad, Hyderabad (Incoterms® 2020), unless the Order Acknowledgement states another Incoterm. Where Vector Technics arranges carriage or insurance at the Customer's request, it does so as the Customer's agent and at the Customer's cost and risk, and this does not change the Incoterm.

3.2 Delivery dates. Delivery dates are estimates given in good faith and run from the later of the Order Acknowledgement, receipt of any advance payment, and receipt of all information, approvals, licences and end-use documents the Customer must provide. Time of delivery is not of the essence unless the Order Acknowledgement expressly states a firm date and the remedy for missing it. Where the Order Acknowledgement provides liquidated damages for delay, they are the Customer's sole and exclusive remedy for delay and shall not in aggregate exceed five per cent (5%) of the price of the delayed Products. Vector Technics is not liable for delay caused by the Customer, its carrier, a change requested by the Customer, export licensing, or an event under clause 9.

3.3 Partial and early delivery. Vector Technics may deliver in instalments and invoice each instalment separately. Each instalment is a separate contract; a defect or delay in one does not entitle the Customer to cancel any other. Vector Technics may deliver up to fourteen (14) days early.

3.4 Failure to take delivery. If the Customer fails to take delivery or give shipping instructions within seven (7) days of notice that Products are ready, risk passes to the Customer, Vector Technics may store the Products at the Customer's cost and risk, invoice them as delivered, and, if they are still not collected after sixty (60) days, resell them and apply the proceeds against the Customer's liabilities, without prejudice to its other rights.

3.5 Risk. Risk of loss and damage passes to the Customer in accordance with the applicable Incoterm.

3.6 Retention of title. Title to Products passes to the Customer only when Vector Technics has received payment in full for them and for all other amounts then due from the Customer; until then Vector Technics reserves the right of disposal under section 25 of the Sale of Goods Act, 1930 and equivalent law elsewhere. Until title passes, the Customer shall hold the Products as Vector Technics' bailee, keep them identifiable as Vector Technics' property, insure them, and not pledge or charge them. The Customer may resell or incorporate them in the ordinary course of business, in which case it holds the proceeds, to the extent of the amount owed, on trust for Vector Technics. If payment is overdue, Vector Technics may recover Products in which title has not passed, and the Customer grants it access to its premises for that purpose. Where retention of title is not effective under the law of the place where the Products are, the Customer shall cooperate in giving Vector Technics the nearest equivalent security available.

3.7 Inspection and acceptance. The Customer shall inspect Products on receipt. The Customer shall note visible transit damage on the carrier's delivery document and notify Vector Technics in Writing, with photographs, within three (3) days of receipt; and shall notify any shortage, wrong Product or other defect discoverable by reasonable inspection within ten (10) days of receipt. Products are accepted on the earlier of the expiry of that ten-day period without notice, and their use, installation, resale or incorporation into another product. Acceptance does not affect the Customer's rights under the warranty in clause 5 for defects not discoverable by reasonable inspection.

3.8 Returns. Products may be returned only with Vector Technics' prior written return authorisation. Accepted COTS Products in unopened original packaging may, at Vector Technics' discretion, be returned within thirty (30) days of delivery for credit, less a restocking charge of fifteen per cent (15%) and the cost of any re-testing. Custom Products, opened or used Products, and Products sold as samples or end-of-life items cannot be returned except under the warranty.

4.1 Specifications. Products will conform to the Specification within normal manufacturing tolerances. Performance figures in datasheets are typical values measured under the stated test conditions and are not guaranteed unless the Specification expressly identifies them as guaranteed minimum or maximum values. Vector Technics may make changes to materials, components or processes that do not adversely affect form, fit or function, and will give at least ninety (90) days' notice of any change that does, to Customers with an open Order for the affected Product.

4.2 Customer requirements and suitability. The Customer is solely responsible for specifying its requirements, for selecting Products suitable for its application, and for the accuracy of any drawings, specifications, mission profiles, load data or other information it provides. Any application advice or recommendation given by Vector Technics is given in good faith but without liability, unless it is set out in the Specification.

4.3 Custom Products and engineering. Design, development, prototyping, qualification and other engineering work ("Engineering Services") are charged as stated in the Quotation as non-recurring engineering ("NRE") charges, which are payable whether or not production orders follow. Payment of NRE charges gives the Customer the right to buy the resulting Custom Products, and, if the Quotation so states, a period of exclusivity, but does not transfer to the Customer any intellectual property, design, process or know-how, which remain with Vector Technics under clause 7, unless a separate written agreement signed by both parties provides otherwise.

4.4 Tooling. Tooling, moulds, dies, fixtures and test equipment made or bought by Vector Technics to make Products remain the property of Vector Technics, even where the Customer pays a tooling charge, unless the Quotation expressly states that title to identified tooling passes to the Customer. Vector Technics may dispose of tooling not used for an order for twenty-four (24) months.

4.5 Changes requested by the Customer. Vector Technics will consider in good faith any change the Customer requests to Specifications, quantities or delivery dates after the Order Acknowledgement. No change binds Vector Technics until it confirms it in Writing, with any resulting adjustment to price and delivery dates.

4.6 Cancellation and rescheduling. The Customer may cancel or reschedule an acknowledged Order only with Vector Technics' written consent and on the following terms:

Any advance payment may be set off against these charges.

4.7 Samples, prototypes and evaluation units. Products supplied as engineering samples, prototypes, pre-production, evaluation or demonstration units, or under "beta" firmware, are supplied for evaluation only, may not have completed qualification, and are not warranted or suitable for operational flight, production systems or sale, unless the Order Acknowledgement states otherwise. Their use is at the Customer's risk.

4.8 End of life. Vector Technics may discontinue any Product. It will give Customers that have bought the Product in the previous twelve (12) months at least six (6) months' notice and an opportunity to place a last-time-buy order, subject to availability of materials.

5.1 What we warrant. Vector Technics warrants that, during the Warranty Period, each Product will be free from defects in materials and workmanship and will conform to its Specification, and, where Vector Technics designed the Product, free from defects in design.

5.2 Warranty Period. Our standard warranty is 12 months from delivery for standard products and 24 months for custom motors. The Warranty Period starts on the date of delivery under clause 3.1, which for FCA delivery is the date the Products are handed to the carrier at our facility, and not on the date of installation, commissioning or first use. The Warranty Period is:

For Products bought through an authorised Vector Technics distributor, the Warranty Period runs from Vector Technics' delivery to that distributor, and warranty claims are made through the distributor.

5.3 Conditions. The warranty applies only if: (a) the Customer notifies Vector Technics in Writing within thirty (30) days of discovering the defect, and in any event within the Warranty Period; (b) the claim follows the procedure in the Schedule; (c) the serial number, lot marking and warranty seals are intact and legible; (d) the Product was stored, installed, operated and maintained in accordance with the Specification, Vector Technics' installation and safety instructions and good engineering practice; (e) the Product was operated within its rated voltage, current, power, speed, temperature, duty cycle and environmental limits, with propellers, controllers, fuels and lubricants approved in the Specification; (f) the Product has not been repaired, modified, rewound, disassembled or reprogrammed except by Vector Technics or with its written approval, and runs only firmware released by Vector Technics; and (g) the Customer provides, where available, flight or test logs, telemetry and other information Vector Technics reasonably requests to determine the cause of failure.

5.4 Exclusions. The warranty does not cover: (a) damage from crash, impact, propeller strike, foreign objects, accident, misuse, negligence or abuse; (b) operation outside the Specification, including over-voltage, over-current, over-temperature, over-speed or reverse polarity; (c) water, dust or salt ingress beyond the stated ingress protection rating, or corrosion caused by the operating environment beyond the Specification; (d) normal wear and tear, including bearing wear beyond rated life, propeller erosion and cosmetic deterioration; (e) defects caused by the Customer's design, specifications, materials or system integration, or by components, software or equipment not supplied by Vector Technics; (f) improper storage, handling or transport by or for the Customer; (g) for engines, use of fuel, oil or mixture ratios not specified, or failure to follow the maintenance schedule; (h) Products supplied under clause 4.7; or (i) any Product for which the price has not been paid in full.

5.5 Remedies. If a valid warranty claim is made, Vector Technics will, at its option and expense: repair the Product; replace it with a conforming Product or an equivalent or improved Product of the same form, fit and function; or, if repair or replacement is not commercially reasonable, refund or credit the price paid for the defective Product. Vector Technics bears the cost of returning repaired or replacement Products to the Customer on the same delivery terms as the original supply. The Customer bears the cost of sending Products to Vector Technics, and of removing and reinstalling them. Replaced Products and parts become Vector Technics' property.

5.6 No fault found. If Vector Technics finds no defect covered by the warranty, the Customer shall pay Vector Technics' evaluation charge and return shipping costs, and any repair it authorises at Vector Technics' current rates.

5.7 Exclusive warranty. The warranties in this clause 5 and the remedies in clause 5.5 are the Customer's sole and exclusive warranties and remedies for defective or non-conforming Products. To the fullest extent permitted by law, and as permitted by section 62 of the Sale of Goods Act, 1930, all other warranties, conditions and terms, express or implied by statute, custom or otherwise, are excluded, including any implied condition or warranty as to merchantable quality, fitness for a particular purpose, description or sample. Vector Technics does not warrant that firmware or software will be error-free or operate without interruption.

6.1 Excluded losses. To the fullest extent permitted by law, Vector Technics shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any: (a) loss of profit, revenue, business, contract, goodwill or anticipated savings; (b) loss of or damage to any aircraft, vehicle, robot, payload, cargo or other property into which a Product is incorporated or which it carries, beyond the Product itself; (c) loss of mission, use, production or data, or downtime; (d) costs of recall, retrofit, removal, reinstallation, redesign or requalification; (e) liability to third parties, except under clause 6.4; or (f) indirect, special, incidental, punitive or consequential loss, in each case even if foreseeable or if Vector Technics was advised of its possibility.

6.2 Cap. To the fullest extent permitted by law, Vector Technics' total aggregate liability arising out of or in connection with a Contract, for all claims of any kind, shall not exceed the price paid by the Customer under that Contract for the Products giving rise to the claim. Vector Technics' total aggregate liability under clause 6.4 shall not exceed the total price paid by the Customer to Vector Technics in the twelve (12) months before the claim arose.

6.3 What is not limited. Nothing in these Terms of Sale excludes or limits: liability for fraud or wilful misconduct; liability for death or personal injury caused by negligence, to the extent it cannot lawfully be limited; any liability that cannot be excluded or limited under applicable law; or the Customer's obligation to pay the price and any amount under clause 6.5.

6.4 Intellectual property indemnity. Vector Technics shall defend the Customer against any third-party claim that a Product designed by Vector Technics, as supplied by it, infringes a patent, registered design, copyright or trade mark in India, the United States, the United Kingdom or a member state of the European Union, and shall pay the damages and costs finally awarded or agreed in settlement by Vector Technics, provided that the Customer: notifies Vector Technics promptly in Writing; gives Vector Technics sole control of the defence and settlement; makes no admission; and provides reasonable assistance. If a Product is or is likely to be held infringing, Vector Technics may at its option procure the right for the Customer to continue using it, modify or replace it so it is non-infringing, or take it back and refund the price less reasonable depreciation. Vector Technics has no obligation for any claim arising from: designs, specifications or instructions provided by the Customer; modification of the Product by anyone other than Vector Technics; combination of the Product with items not supplied by Vector Technics where the claim would not have arisen without the combination; use outside the Specification; or continued use after Vector Technics has offered a remedy. This clause 6.4 states Vector Technics' entire liability for infringement.

6.5 Customer indemnity. The Customer shall indemnify and defend Vector Technics, its affiliates and their directors, employees and agents against all losses, damages, fines, costs and expenses, including reasonable legal fees, arising from any third-party claim, including a claim for death, personal injury or property damage, to the extent arising from: (a) the design, manufacture, integration, testing, certification, marketing, sale, operation or maintenance of any system or product into which the Customer or its customers incorporate the Products; (b) the Customer's designs, specifications or materials, including any infringement they cause; (c) use of Products outside the Specification or in breach of clause 6.6; (d) any warranty, representation or commitment the Customer gives beyond these Terms of Sale; or (e) the Customer's breach of clause 8.

6.6 High-risk applications. Products are designed and qualified for unmanned aircraft, robotic and industrial applications. Unless Vector Technics expressly agrees in the Order Acknowledgement, Products are not designed, qualified or certified for, and the Customer shall not use or resell them for, use in manned or passenger-carrying aircraft or vehicles, medical life-support devices, nuclear installations, or any other application in which failure of the Product could directly cause death or serious injury to persons other than trained operators following appropriate safety procedures. The Customer is solely responsible for the safety, airworthiness and lawful use of any system it builds or operates using Products, including any defence or security system, and for obtaining all type certificates, permits and approvals required.

6.7 Insurance. A Customer that incorporates Products into aircraft or other systems placed on the market shall maintain, with reputable insurers, product liability and, where applicable, aviation products liability insurance appropriate to its business and that use.

6.8 Allocation of risk. The Customer acknowledges that the prices of the Products reflect the allocation of risk in this clause 6, which is fair and reasonable given that the Customer controls the design, integration and operation of its systems, and that Vector Technics would not supply the Products at those prices without it.

7.1 Ownership. All intellectual property rights in the Products, their designs, drawings, firmware, software, documentation, test methods, processes and know-how, and in any improvement or derivative of them made by or for Vector Technics, including in performing Engineering Services, belong to Vector Technics or its licensors. No right or licence is granted to the Customer except as expressly stated in these Terms of Sale. The Customer may use and resell the Products it buys, and use the documentation supplied with them for that purpose.

7.2 Firmware and software licence. Firmware and software embedded in or supplied with a Product are licensed, not sold. Subject to clause 7.3, Vector Technics grants the Customer and each subsequent lawful owner of the Product a non-exclusive, perpetual licence to use them only in object-code form, only on or with the Product with which they were supplied, and only in accordance with the documentation, and to install updates Vector Technics releases.

7.3 Open-source software. Some firmware and software supplied with the Products, including firmware for electronic speed controllers based on BLHeli_S, contains or is derived from open-source software licensed under the GNU General Public License or other open-source licences. Those components are licensed to the Customer under the terms of their own licences, which are identified in the Product documentation or available on request. Nothing in these Terms of Sale restricts any right the Customer has under an open-source licence, including any right to receive, modify or redistribute source code. Where an open-source licence requires it, Vector Technics will provide the corresponding source code on written request to legal@vectortechnics.com for at least three (3) years after Vector Technics last ships the Product, for no more than the cost of providing it. Modification of firmware voids the warranty under clause 5.3(f) for any defect caused by the modification, but does not otherwise affect the Customer's open-source rights.

7.4 Restrictions. Except to the extent permitted by an open-source licence under clause 7.3 or by mandatory law, the Customer shall not, and shall not permit any person to: reverse engineer, decompile, disassemble or analyse the construction, composition or design of the Products, their firmware or software, in order to make, have made or source a product that copies or substitutes for them; remove or alter any serial number, marking or proprietary notice; or use Products, documentation or Confidential Information to file any intellectual property application.

7.5 Confidentiality. Each party shall keep confidential all non-public technical, commercial and financial information disclosed to it by the other in connection with a Contract, including prices, Quotations, drawings, Specifications, test data and the terms of the Contract ("Confidential Information"); use it only to perform or receive the benefit of the Contract; and disclose it only to its employees, advisers, auditors, insurers, contractors and, for the Customer, its customers and certification authorities who need to know it for that purpose and are bound by equivalent obligations. These obligations do not apply to information that is or becomes public other than through breach, was lawfully known to the recipient without restriction, is independently developed, or must be disclosed by law or by a court or regulator, after prompt notice where lawful. They continue for five (5) years after the end of the Contract, and for trade secrets for as long as they remain trade secrets. A signed non-disclosure agreement between the parties prevails over this clause.

7.6 Publicity. Neither party shall use the other's name or trade marks in publicity, customer lists or case studies without the other's prior written consent, except that the Customer may state truthfully that its product uses Vector Technics Products, and that a distributor may use Vector Technics' marks as permitted by its distribution agreement.

8.1 Export control and sanctions. Products, technology and technical data supplied by Vector Technics may be subject to India's export control law, including the Foreign Trade (Development and Regulation) Act, 1992, the SCOMET list and the Weapons of Mass Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005, and to the export control and sanctions laws of other countries, including the United States, the European Union and the United Kingdom. The Customer shall comply with all of them and shall not export, re-export, transfer, sell or supply any Product, technology or technical data, directly or indirectly: (a) to any country, territory, person or entity subject to United Nations, Indian, US, EU or UK sanctions or embargoes, or on any applicable restricted-party list; (b) for any use connected with chemical, biological or nuclear weapons or missiles capable of delivering them; or (c) without any licence or authorisation required. The Customer represents that it is not, and is not owned or controlled by or acting for, any such person.

8.2 End-use and end-user information. Before accepting an Order or shipping, Vector Technics may require the Customer to provide end-use and end-user information, an end-user certificate or undertaking in the form required by Vector Technics or by an authority, and undertakings against re-export. The Customer warrants that all such information is complete and true, and shall notify Vector Technics immediately of any change. Delivery obligations are suspended until Vector Technics has received the information and any export licence it requires; Vector Technics is not liable if a licence is delayed or refused, and may cancel the affected Contract without liability if a licence is refused or Vector Technics reasonably believes that supply would breach the law.

8.3 Import and product regulation. The Customer is the importer of record in its country unless the Incoterm provides otherwise, and is responsible for import licences, customs classification at import, duties and taxes, and for compliance with all laws applicable to Products in its country and to any system it builds with them, including aviation and unmanned aircraft rules, radio-frequency and electromagnetic-compatibility requirements, product-safety and conformity marking (such as CE, UKCA or FCC) for its end product, dangerous goods rules for onward transport of batteries and magnetised materials, and extended producer responsibility, waste electrical and electronic equipment and battery take-back obligations in its country.

8.4 Country of origin and restricted-source declarations. Statements of country of origin, local content, or compliance with restricted-source rules, including section 889 of the US National Defense Authorization Act for Fiscal Year 2019, section 848 of the National Defense Authorization Act for Fiscal Year 2020, the American Security Drone Act of 2023, Indian public procurement preference orders, or any customer's country-of-origin requirements, are binding on Vector Technics only if made in a written declaration signed by Vector Technics for identified Products and the order concerned. Marketing materials, the website and datasheets are not such declarations. A declaration speaks as of its date, for the Products and revisions it identifies.

8.5 Substances and materials. On request, Vector Technics will provide available declarations concerning restricted substances, including under the EU RoHS Directive, the EU REACH Regulation, India's E-Waste (Management) Rules, 2022, and conflict-minerals reporting templates, for identified Products. These declarations are based on information from Vector Technics' suppliers and are given in good faith.

8.6 Anti-bribery. Each party shall comply with the Prevention of Corruption Act, 1988, the US Foreign Corrupt Practices Act, the UK Bribery Act 2010 and other applicable anti-corruption law, and shall not offer, give, request or accept any improper payment or advantage in connection with a Contract. Vector Technics may terminate any Contract immediately if the Customer breaches this clause.

8.7 Personal data. Each party shall process personal data received from the other only for the purposes of the Contract and in compliance with applicable data-protection law, including the Digital Personal Data Protection Act, 2023 and, where applicable, the EU General Data Protection Regulation and UK GDPR. Vector Technics' Privacy Policy applies to personal data it collects.

8.8 Consequences of breach. If the Customer breaches clause 8.1 or 8.2, or Vector Technics reasonably suspects that it has, Vector Technics may immediately suspend or cancel any Contract, withhold technical support and warranty service, and notify the competent authorities, without liability, and the Customer shall indemnify Vector Technics under clause 6.5.

9.1 Force majeure. Vector Technics is not liable for any failure or delay in performance caused by an event beyond its reasonable control, including: natural disaster, epidemic, fire, flood or extreme weather; war, hostilities, terrorism, civil unrest or military mobilisation; acts or restrictions of any government, including embargoes, sanctions, export or import controls, refusal or delay of licences, and restrictions on the export of rare-earth materials, magnets or other components by any country; general shortage or allocation of materials, semiconductors, components, energy or transport; failure of a supplier or carrier caused by such an event; strikes or labour disputes other than solely of Vector Technics' own workforce; and cyber attacks that occur despite reasonable security measures. Vector Technics will notify the Customer and use reasonable efforts to mitigate. Delivery dates are extended for the duration of the event. If the event prevents delivery for more than ninety (90) days, either party may cancel the affected undelivered Products by written notice, and the Customer shall pay for Products delivered and for work performed and materials procured for its Order before the event.

9.2 Change in law, duties and tariffs. If, after the Order Acknowledgement, any change in law, regulation, tariff, customs duty, anti-dumping or safeguard duty, tax or export or import restriction in any country increases Vector Technics' cost of supplying the Products, Vector Technics may increase the price of undelivered Products by the amount of that increase on written notice with supporting evidence. The Customer may, within fifteen (15) days of that notice, cancel the affected undelivered Products for which production has not started, without charge. Duties and taxes payable on import into the Customer's country are always for the Customer's account under clause 2.2.

9.3 Termination by Vector Technics. Vector Technics may terminate or suspend any or all Contracts with immediate effect by written notice, without liability, if the Customer: fails to pay any amount within fifteen (15) days of its due date; commits any other material breach that it fails to remedy within thirty (30) days of notice; breaches clause 7.4 or clause 8; becomes subject to any insolvency, winding-up, administration or restructuring proceeding, makes an arrangement with its creditors, or ceases to carry on business; or comes under the control of a person on any sanctions or restricted-party list.

9.4 Consequences of termination. On termination for any reason, all amounts owed by the Customer become immediately due, and the Customer shall pay for all Products delivered, all Custom Products and work in progress completed or begun, and all materials procured for its Orders. Clauses 2.6, 3.6, 5, 6, 7, 8 and 10 survive termination.

10.1 Governing law. Each Contract, and any dispute or claim arising out of or in connection with it, including non-contractual disputes, is governed by the laws of India. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

10.2 Escalation. The parties shall first try to resolve any dispute through discussions between senior executives within twenty-one (21) days of a written notice of dispute.

10.3 Arbitration. Any dispute not so resolved, including any question about the existence, validity or termination of a Contract, shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, administered by the International Arbitration and Mediation Centre, Hyderabad under its rules, which are incorporated by reference. The seat and venue of arbitration is Hyderabad, Telangana, India. The language of the arbitration is English. The tribunal shall be a sole arbitrator where the amount in dispute is less than INR five crore (₹5,00,00,000), and otherwise three arbitrators. Any arbitrator not nominated as provided in the rules shall be appointed by the administering institution; neither party has a unilateral right to appoint a sole arbitrator. The award is final and binding and may be enforced in any court of competent jurisdiction, including under the New York Convention.

10.4 Courts. Subject to clause 10.3, the courts at Hyderabad, Telangana have exclusive jurisdiction, including for the purposes of sections 9, 34 and 37 of the Arbitration and Conciliation Act, 1996. Either party may seek urgent interim or injunctive relief, including to protect intellectual property or Confidential Information or to preserve Products subject to retention of title, from any court of competent jurisdiction. Nothing in this clause 10 limits any right of Vector Technics to refer a dispute concerning delayed payment to a Micro and Small Enterprises Facilitation Council under the Micro, Small and Medium Enterprises Development Act, 2006.

10.5 Continued performance. Pending resolution of a dispute, the Customer shall continue to pay undisputed amounts when due.

10.6 Assignment and subcontracting. The Customer may not assign or transfer any Contract or right under it without Vector Technics' prior written consent. Vector Technics may assign its right to receive payment, and may assign or novate a Contract to an affiliate or successor to its business. Vector Technics may subcontract performance, remaining responsible for it.

10.7 Set-off. Vector Technics may set off any amount owed to it by the Customer against any amount it owes the Customer. The Customer has no right of set-off.

10.8 Notices. Notices shall be in Writing and sent by courier, registered post or email to the addresses in the Order Acknowledgement, with a copy of any notice to Vector Technics to legal@vectortechnics.com. An email notice is deemed received on the next business day after sending unless a delivery-failure message is received.

10.9 Entire agreement and variation. Each Contract is the entire agreement between the parties on its subject matter and supersedes all prior representations, proposals and communications, other than a signed non-disclosure agreement. The Customer confirms that it has not relied on any statement not set out in the Contract, but nothing excludes liability for fraudulent misrepresentation. No variation is effective unless agreed in Writing by an authorised signatory of each party.

10.10 Other provisions. No failure or delay in exercising a right is a waiver of it. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remainder is unaffected. The parties are independent contractors. No person other than the parties has any right to enforce a Contract. The Contract may be concluded electronically under the Information Technology Act, 2000. Any stamp duty payable on a Contract shall be borne by the Customer. If these Terms of Sale are translated, the English version prevails.

10.11 Updates. Vector Technics may update these Terms of Sale by publishing a new version. The version in force on the date of the Order Acknowledgement applies to that Contract.

1. Notify. Email support@vectortechnics.com within thirty (30) days of discovering the defect, with: the order or invoice number; Product part number and serial or lot number; a description of the failure and when and how it occurred; the operating configuration (supply voltage, propeller, controller and firmware version, payload and environment); and photographs and, where available, flight or test logs and telemetry.
2. Authorisation. Vector Technics will acknowledge the claim within three (3) business days and, if a return is needed, issue a Return Material Authorisation (RMA) number with shipping instructions. Products sent without an RMA number may be refused.
3. Return. Pack the Product securely, with the RMA number on the outside of the package, and ship it at your cost to the address given, declaring it correctly for customs as a warranty return. Do not open, rewind, repair or modify the Product before return.
4. Evaluation. Vector Technics will evaluate the Product, determine the cause of failure and inform you of the outcome, normally within ten (10) business days of receipt.
5. Resolution. For a valid claim, Vector Technics will repair, replace, or credit the Product under clause 5.5 and return it at its cost. If the claim is not covered, Vector Technics will send you an evaluation report and a quotation for repair; if you do not accept the quotation within thirty (30) days, the Product will be returned at your cost or, with your consent, disposed of.
6. Records. Vector Technics keeps a record of every claim, evaluation and root cause, and uses them to improve its Products.