General Terms and Conditions (GTC)
1. Scope of Application
1.1. These General Terms and Conditions (GTC) shall apply to all contracts concluded between SAM-Dimension GmbH (hereinafter “Provider”) and its customers (hereinafter “Customer”) regarding the provision of drone-based weed mapping services, including the sale or rental of drones, and the provision of related software. The Provider and the individual Customer are hereinafter referred to individually as “Party” and collectively as “Parties”,
1.2. These GTC shall apply exclusively. Any conflicting or deviating terms and conditions of the Customer shall not be recognized unless the Provider expressly agrees to their validity in writing.
1.3. The Provider reserves its right to amend the GTC at any time. The Provider will inform the Customer about such change by posting a notice of any contemplated amendment(s) on Provider’s Website, or by sending an email at the email address provided by the Customer, as Provider sees fit.
2. Subject Matter of the Contract
2.1. The Provider offers drone-based weed mapping services. This includes the provision (sale or rental) of drones (the “Hardware”), software for weed detection (the “Software”), and services (e.g., map creation) with cloud ordering/download options (the “Mapping Services”). The Parties may also agree to the provision of drone flight services to collect field data, for which the Provider does not give any warranties.
2.2. Hardware, Software and/or Map Services shall collectively be referred hereto as “Services“.
2.3. The Software can identify certain potential weed seedlings in the Customer's field based on image analysis with certain probabilities. The classified weeds are marked with their geolocation and displayed on a map accessible to the Customer via the Card Services.
3. No Contract for Work
3.1. The Services provided under this agreement are not a contract for work.
3.2. The Provider does not warrant a specific outcome but rather uses its reasonable efforts to provide accurate weed mapping.
4. Prices and Payment Terms
4.1. The prices for the Services are as stated in the individual offer or price list of the Provider.
4.2. Once the Customer accepts the individual offer, it becomes binding for both Parties.
4.2. All prices are exclusive of statutory value-added tax (VAT) and other duties.
4.3 The costs of packaging shall be invoiced separately. The Provider reserves the right to adjust prices appropriately due to changes in wage, material and distribution costs for deliveries made three months or more after the conclusion of the contract.
4.4. Payment is due within 14 days of the acceptance of the offer.
5. Delivery and Risk Transfer
5.1. Each delivery and risk transfer shall be done according to “ex works“ (EXW according to Incoterms 2020).
5.2. Any delivery date shall only be of estimative nature. The Customer acknowledges and agrees that Provider’s ability to render the Services may be dependent on the timely provision of materials or other deliveries by the Provider’s suppliers.
5.3. The Provider retains ownership of the delivered Hardware until full payment of all current and future claims arising from the contract.
5.4. The Customer shall only be entitled to rights of set-off or retention if his claim has been legally established or is undisputed, and his counterclaim is based on the same contractual relationship. In the event that defects occur in the delivery, the Customer's counterclaims shall remain unaffected.
6. Software
6.1. The software used by the Provider includes both proprietary and open source components. A list of the open-source components and their respective license terms can be found on the Provider’s website.
6.2. The Customer acknowledges and agrees to comply with the license terms of the open-source software components.
6.3. The Customer is granted a non-exclusive, non-transferable license to use the proprietary software solely for the purpose of utilizing the Hardware and Mapping Services provided by the Provider. Any other use, reproduction, or distribution of the proprietary software is strictly prohibited. The license is granted for the duration of the Provider's provision of Hardware and/or Mapping Services to the Customer. Upon termination of the provision of Hardware and/or Mapping Services to the Customer, the license automatically terminates, and the Customer must cease all use of the proprietary software.
6.4. The access and use of the Software, is subject to Provider’s most recent End-User License Agreement (the “EULA”), which is available on Provider’s website. The Customer must agree to the EULA before accessing and/or using the Software. If these GTC and EULA are in conflict, the EULA shall prevail for the subject matter of the Software.
7. Cloud Access
7.1. The Provider can grant the Customer access to a cloud service for accessing flight bookings and software results (the "Clould”). In such a case, the Provider grants the Customer a non-exclusive, non-transferable right to use the SaaS Tool for the duration of the contractual relationship.
7.2. The Provider is entitled to temporarily restrict access to the Cloud for maintenance purposes. The Provider will endeavor to keep such restrictions to a minimum.
7.3. The Provider is not liable for any damages resulting from the unavailability of the Cloud.
7.4. The access and the use of the Cloud is also subject to the most recent Provider’s Cloud terms and conditions (the “Cloud Terms & Conditions”), accessible on Provider’s website. The Customer must agree to the Cloud Terms & Conditions before accessing and/or using the Cloud. If these GTC and the Cloud Terms & Conditions are in conflict, the Cloud Terms & Conditions shall prevail for the subject matter of the Cloud.
8. Warranty for Hardware
8.1. The Provider warrants that the sold Hardware will be free from defects in materials and workmanship for a period of 12 months from the date of delivery.
8.2. In the event of a defect covered by this warranty, the Provider shall, at its option, either:
8.2.1. Repair the defective Hardware free of charge; or
8.2.2. Replace the defective Hardware with new or refurbished hardware of equivalent functionality.
8.3. The Customer must notify the Provider in writing of any defect within 30 days of its discovery. Failure to provide timely notice shall void the warranty for that defect.
8.4. The Provider shall bear the costs of return shipping of the defective Hardware, provided that the defect is covered by this warranty and the Customer has complied with the notification requirements in clause 8.3
9. Warranty Exclusions
9.1. The Provider will perform the Services with due care and diligence.
9.2. To the extent permitted by law,, the Provider excludes any warranty and liability for:
9.2.1. Delays in the provision of Services, regardless of their cause.
9.2.2. The completeness or accuracy of weed identification. The Provider's Software is designed to assist in weed detection, but it is not warranted to identify all weeds present in the field.
9.2.3. The provision of spray-area identification. The Provider's services do not include the determination of spray areas or recommendations for herbicide application. This is the sole responsibility of the Customer.
9.2.4. Data loss. The Customer is responsible for backing up their data.
9.2.5. The efficacy of weed control measures. The Provider is not responsible for the results of herbicide application, including but not limited to incorrect sprayer settings, weather conditions, or herbicide resistance.
9.2.6. Usage of the services. The Provider is not responsible for any kind of damages occurred from the misuse of the products or where the products were used by untrained individuals or against its nature and purpose.
9.2.7. Customer acknowledges that the Services are not suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided could lead to death, personal injury, or severe physical or environmental damage.
10. Limitation of Liability
10.1 The Provider is liable, unless otherwise stated in these GTC, including the following provisions, for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
10.2 Within the scope of fault-based liability, the provider is liable, for whatever legal reason, for damages, only in the case of intent and gross negligence. In the event of simple negligence, the provider is only liable, subject to legal limitations of liability (e.g. care in one's own affairs; insignificant breach of duty),
10.2.1. for damages resulting from injury to life, limb or health,
10.2.2. for damages resulting from the breach of a material contractual obligation (obligations whose fulfillment is essential to the proper performance of the contract and on whose compliance the contractual partner relies and may rely). However, in this case, our liability is limited to compensation for foreseeable, typically occurring damages.
10.3 The limitations of liability arising in accordance with Section 10.2 also apply to third parties and to breaches of duty by persons for whose fault the provider is responsible under statutory provisions. Insofar as a defect has been fraudulently concealed and a guarantee for the quality of the goods has been assumed, the limitations of liability do not apply. This also applies to claims of the customer under the Product Liability Act.
10.4 The customer can only withdraw or terminate due to a breach of duty that does not result from a defect in the event that the provider is responsible for the breach of duty.
10.5 The customer has no right of termination. In all other respects, the statutory requirements and legal consequences shall apply.
11. Use of Drones
11.1. The Customer shall use the drone solely for the purpose of agricultural weed mapping and used by competent and trained personnel, as required by applicable law. If the Customer purchases or loans a drone from the Provider, the Customer is solely responsible for complying with all applicable laws and regulations regarding the operation of drones, including but not limited to obtaining necessary permits and licenses.
11.2. The Customer shall indemnify and hold the Provider harmless from any and all claims, damages, or liabilities arising from the Customer's use of the drone.
12. Feedback
12.1. The Customer is encouraged to provide feedback to the Provider regarding the services. The Provider shall be entitled to use such feedback to improve its services.
12.2. All inventions, discoveries, trademarks, patents, trade secrets and copyright discovered, invented, generated or derived based on such feedback or in the course of the performance of these GTC are the exclusive property of the Provider.
13. Data Protection
13.1. The Provider does not collect or process personal data relating to an identified or identifiable natural person in the Mapping Services or the Cloud. The Customer shall not include personal data relating to an identified or identifiable natural person or security relevant information (such as usernames, passwords, or passcodes) in the Mapping Services or the Cloud.
13.2. Processing purposes of the Provider in the Mapping Services or the Cloud are solely defined by the Provider. The Provider is not accepting instructions from the Customer regarding any data processed.
14. Confidentiality
14.1. Each Party shall be obliged (i) to use all information gained prior or during this agreement (“confidential information”) and in any way disclosed by a Party (Disclosing Party) only for the purposes described in these GTC; (ii) to treat the confidential information obtained by the other Party (Receiving Party) strictly confidentially and protect it from notice and use by third parties (iii) restrict access to the confidential information disclosed by the Disclosing party to its employees, representatives and / or any consultants who have to be aware of this information and who have been informed and bound in writing about the confidentiality nature of the shared information (iv) to disclose or destroy any confidential information disclosed by the other party after the termination of this agreement.
14.2. Without prejudice to what is stated above, the Customer acknowledges that Provider may gather statistical data about the use of the products by the Customer and Provider may pass on such statistical data to third parties.
14.3. These contractual confidentiality obligations shall continue for indefinite time after the termination of this agreement.
14.4. Without prejudice to what is stated above, the conditions of section 14 shall not apply to confidential information which (i) is freely accessible or generally known at the time of its disclosure, (ii) freely accessible or generally known without fault of the Receiving Party, (iii) was legally transferred from persons who were not bound to the secrecy obligations to the Receiving Party, (iv) is already known by the Receiving Party at the time of the disclosure (and without any confidentiality obligations) (v) has been independently developed by the Receiving Party, which is documented by written competent records (vi) is authorized by the Disclosing Party to release or transfer.
Each Party may disclose confidential information to the necessary extent (i) to comply with a court or a legal order or somehow comply with the requirements of mandatory legal regulations. Thereby the Disclosing Party shall be in charge of informing the Receiving Party in writing and to undertake reasonable effort to obtain an order of protection.
15. Governing Law and Jurisdiction
15.1. These GTC and all contracts concluded between the Provider and the Customer shall be governed by the laws of the Federal Republic of Germany.
15.2. The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC shall be Stuttgart, Germany.
16. Severability Clause
Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The Parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision.
17. Export Control
17.1. The Customer shall not sell, export or re-export, directly or indirectly, to the countries sanctioned by the European Union or for use in such countries any Services supplied under or in connection with this agreement. The Customer must comply with any applicable export laws.
17.2. Any violation of this section 17 shall constitute a material breach of these GTC, and Provider shall be entitled to seek appropriate remedies, including, but not limited to seeking indemnification from Customer and holding Customer liable for all damages that Provider might incur as result of such breach.
17.3. The Customer shall immediately inform the Provider about any problems in applying section 17.1. including any relevant activities by third parties that could frustrate the purpose of this section.
17.4. The Customer shall make available to Provider information concerning compliance with the obligations under section 17.1. within two weeks of the simple request of such information.
17.5. Both Parties agree hereto to respect the international ethical business standards and to adhere to the Provider’s Code of Conduct, as amended from time to time and accessible on Provider’s website.