AerobatX Trade and B2B Terms and Conditions

AerobatX Ltd – Trade & B2B Terms and Conditions

Last updated: 15 August 2025

These Trade & B2B Terms and Conditions ("Trade Terms") apply to all sales of goods by AerobatX Ltd ("we", "us", "our") to customers purchasing wholly or mainly in the course of a business, trade or profession ("Trade Customer").

These Trade Terms apply in priority to and override any conflicting terms contained in our Consumer Terms and Conditions, on our website, in any catalogue, quotation, purchase order or other document issued by the Trade Customer.

1. Status of Trade Customer

1.1 By placing an order, the Trade Customer confirms that it is acting wholly or mainly for business purposes and not as a consumer.

1.2 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and other consumer protection legislation do not apply to Trade Customers.

2. Trade Accounts and Trade Pricing

2.1 Trade pricing and trade account facilities are offered at our discretion and are subject to approval.

2.2 We reserve the right to:

• refuse or withdraw trade status at any time;
• amend trade pricing;
• require payment in advance;
• suspend or close a trade account without notice.

2.3 If an order is placed without valid trade approval, we reserve the right to treat the order as a retail sale.

3. Orders and Contract Formation

3.1 All quotations are invitations to treat only and are valid for a maximum of 30 days unless stated otherwise.

3.2 A binding contract shall only arise once we have:

• issued written acceptance; or
• dispatched the Goods,
  whichever occurs first.

3.3 We reserve the right to refuse any order without giving reasons.

4. Prices, VAT and Taxes

4.1 All prices are exclusive of VAT unless expressly stated otherwise.

UK Trade Customers

4.2 VAT will be charged at the prevailing UK rate.

EU Trade Customers

4.3 EU Trade Customers must provide a valid EU VAT registration number prior to dispatch.

4.4 The Trade Customer acts as the importer of record and is solely responsible for:

• import VAT;
• customs duties;
• clearance charges; and
• any other taxes or fees imposed by the destination country.

4.5 We do not collect EU VAT and accept no responsibility for customs delays or charges.

5. Payment Terms

5.1 Unless otherwise agreed in writing, payment is due in full prior to dispatch.

5.2 Where credit terms are agreed, payment must be made in full by the due date stated on the invoice.

5.3 We reserve the right to withdraw credit facilities at any time.

5.4 Late payments shall accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, together with reasonable recovery costs.

6. Delivery, Risk and Title

6.1 Delivery dates are estimates only and time shall not be of the essence.

6.2 Risk in the Goods shall pass to the Trade Customer upon delivery.

6.3 Title to the Goods shall not pass until we have received payment in full for all sums due.

6.4 We shall not be liable for delays caused by carriers, customs authorities or events outside our reasonable control.

7. Inspection and Acceptance

7.1 The Trade Customer must inspect all Goods immediately upon delivery.

7.2 Any shortages, damage or incorrect items must be notified to us in writing within 48 hours of delivery.

7.3 Failure to notify us within this period shall constitute acceptance of the Goods.

8. Returns and Cancellations

8.1 Trade orders are non‑cancellable and non‑returnable unless expressly agreed by us in writing.

8.2 Any agreed returns:

• must be authorised in advance;
• must be returned carriage paid;
• may be subject to a restocking charge.

8.3 No returns or refunds will be accepted for:

• assembled or part‑assembled items;
• customised or special‑order products;
• pre‑ordered goods;
• goods removed from sealed packaging.

9. Warranties and Fitness for Purpose

9.1 Goods are supplied only in accordance with their description at the time of sale.

9.2 To the fullest extent permitted by law, all implied warranties, conditions and terms are excluded.

9.3 The Trade Customer acknowledges that:

• it has not relied on any advice or representation given by us;
• it is responsible for ensuring the Goods are fit for their intended purpose;
• it has the necessary skill and expertise to install, assemble and use the Goods correctly.

10. Aviation, RC and Safety Disclaimer

10.1 Radio‑controlled aircraft, UAVs, engines, electronics and related components are inherently hazardous if used incorrectly.

10.2 The Trade Customer assumes full responsibility for:

• safe installation and operation;
• compliance with all applicable laws and regulations;
• training, supervision and competence of users.

10.3 We accept no liability for loss or damage arising from misuse, incorrect assembly, modification or operation of the Goods.

11. Limitation of Liability

11.1 Nothing in these Trade Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

11.2 Subject to clause 11.1, we shall not be liable for:

• loss of profit;
• loss of business or contracts;
• loss of use;
• indirect or consequential loss.

11.3 Our total liability in respect of any order shall be limited to the price paid for the Goods giving rise to the claim.

12. Indemnity

The Trade Customer shall indemnify us against all claims, losses, damages, liabilities and costs arising from the Trade Customer’s use, resale, installation or supply of the Goods, except to the extent caused by our negligence.

13. Force Majeure

We shall not be liable for failure or delay in performance caused by events beyond our reasonable control, including but not limited to acts of God, supply chain disruption, carrier delays or customs intervention.

14. Priority Over Customer Terms

These Trade Terms shall prevail over any terms submitted by the Trade Customer, including purchase orders, whether or not such terms are signed or acknowledged.

15. Governing Law and Jurisdiction

These Trade Terms and any dispute arising out of them shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

IMPORTANT: By placing an order as a Trade Customer, you confirm that you have read, understood and agreed to these Trade & B2B Terms and Conditions.