GENERAL TERMS AND CONDITIONS OF SALE

Effective Date: 01-01-2026 

Version: 2.5.3

These General Terms and Conditions of Sale (the "Terms") are entered into between ARKIN LABS PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered office at [●] (hereinafter referred to as the "Company", "Arkin Labs", "we", "us" or "our"), and the purchaser, licensee or end-user of the Products (as defined below) (hereinafter referred to as the "Customer", "you" or "your") (each a "Party" and collectively the "Parties").

These Terms govern the sale, supply, delivery, deployment, use, and post-sale support of all hardware, firmware, software, documentation, and related services comprising the Company's AEROMIND product line of avionics systems for civilian and military unmanned aerial vehicles (collectively, the "Products"). By placing an order for, accepting delivery of, or using any Product, the Customer is deemed to have read, understood, and unconditionally accepted these Terms in their entirety. These Terms supersede all prior representations, understandings, or agreements, whether oral or written, relating to the subject matter hereof, except for any separately executed master agreement, supply agreement, or end-use certificate signed by an authorised representative of the Company, which shall prevail to the extent of any conflict.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless the context otherwise requires:

(a) "Affiliate" means, in relation to a Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with such Party;

(b) "Confidential Information" has the meaning ascribed to it in Clause 11;

(c) "Control" means the ownership of more than fifty percent (50%) of the voting share capital of an entity or the power to direct its management and policies;

(d) "Documentation" means user manuals, installation guides, technical specifications, datasheets, integration manuals, and any other written or electronic materials supplied by the Company in connection with the Products;

(e) "End-Use Certificate" or "EUC" means a written certification by the Customer (and, where applicable, the ultimate end-user) specifying the intended end-use, end-user, and country of deployment of the Products;

(f) "Force Majeure Event" has the meaning ascribed to it in Clause 3.4;

(g) "Intellectual Property Rights" or "IPR" means all intellectual property rights of every kind, whether registered or unregistered, anywhere in the world, including patents, utility models, copyrights, designs, trademarks, trade secrets, know-how, mask works, semiconductor topography rights, database rights, and all rights of a similar nature;

(h) "Order" means a purchase order, work order, or written request issued by the Customer for the supply of Products;

(i) "Product" means any AEROMIND-branded avionics system, sub-system, component, firmware, software, or accessory supplied by the Company, together with associated Documentation;

(j) "Restricted Party" means any person or entity (i) listed on any sanctions or denied-party list maintained by the Government of India, the United Nations Security Council, the United States, the European Union, the United Kingdom, or any other competent authority; or (ii) located in or organised under the laws of a country or territory subject to comprehensive trade sanctions;

(k) "Warranty Period" has the meaning ascribed to it in Clause 4.1.

1.2 Headings are for convenience only and shall not affect interpretation. References to statutes include any statutory modification or re-enactment thereof. The words "include", "including" and "in particular" shall be construed without limitation. References to clauses are to clauses of these Terms unless stated otherwise.

2. PRODUCT USE, FIELD OF APPLICATION, AND CUSTOMER RESPONSIBILITY

2.1 Permitted Use. The Products are designed and supplied solely for lawful commercial, industrial, research, and — where expressly authorised in writing by the Company — defence and governmental applications, in each case in compliance with the operational, environmental, and integration parameters set out in the Documentation.

2.2 Customer Obligations. The Customer shall, at its own cost:

(a) operate, integrate, and maintain the Products strictly in accordance with the Documentation and any written instructions issued by the Company;

(b) comply with all applicable laws, regulations, airworthiness standards, airspace rules, and safety codes, including (without limitation) the Drone Rules, 2021, the Aircraft Act, 1934, directions issued by the Directorate General of Civil Aviation (DGCA), and equivalent regulations in any jurisdiction of operation;

(c) obtain and maintain in force all licences, permits, type certifications, frequency authorisations, and regulatory clearances required for the import, possession, integration, and operation of the Products;

(d) employ only suitably qualified, trained, and authorised personnel to handle, integrate, or operate the Products; and

(e) implement appropriate safety, cybersecurity, and operational risk-management measures commensurate with the criticality of the application.

2.3 Prohibited Conduct. The Customer shall not, and shall procure that no third party under its control shall:

(a) modify, adapt, reverse-engineer, decompile, disassemble, or attempt to derive the source code, design, or underlying algorithms of any Product, save to the extent expressly permitted by applicable law that cannot be contractually excluded;

(b) remove, obscure, or alter any proprietary notices, serial numbers, tamper-evident seals, or branding affixed to the Products;

(c) use the Products in any manner inconsistent with their specified operating envelope, including but not limited to use in life-critical applications not expressly approved in writing by the Company;

(d) integrate the Products with hardware, firmware, or software that is not approved or certified by the Company in a manner that may compromise safety, performance, or regulatory compliance; or

(e) use the Products in furtherance of any unlawful, prohibited, or sanctioned activity.

2.4 Effect of Breach. Any breach of this Clause 2 shall, without prejudice to any other right or remedy of the Company, immediately and automatically void all warranties, support obligations, and licences granted under these Terms.

3. ORDERS, PRICING, PAYMENT, AND DELIVERY

3.1 Order Acceptance. All Orders are subject to written acceptance by the Company and to availability of stock or production capacity. No Order shall be binding on the Company until the Company has issued a written order acknowledgement. The Company reserves the right to decline any Order, in whole or in part, in its sole discretion, including (without limitation) where end-use, end-user, or destination concerns arise.

3.2 Pricing. All prices are quoted in Indian Rupees (INR) and are exclusive of Goods and Services Tax (GST), other applicable taxes, levies, cess, customs duties, freight, insurance, packaging, and handling charges, all of which shall be borne by the Customer. Quotations are valid for thirty (30) days from issuance unless stated otherwise.

3.3 Payment Terms. Unless otherwise agreed in writing, full payment of the invoice value shall be received in cleared funds by the Company prior to dispatch of the Products. Accepted modes of payment include Internet Banking, IMPS, NEFT, RTGS, and Debit/Credit Cards. Payments shall be made without set-off, counterclaim, deduction, or withholding of any kind, save as required by applicable law. Late payments shall attract interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower, calculated from the due date until the date of actual payment.

3.4 Delivery and Risk.

(a) Typical Delivery timeline for all the products ordered vary from minimun of 2 days to a maximum of 15 days. 

(b) The Company shall not be liable for any failure or delay in performance arising from any event beyond its reasonable control (a "Force Majeure Event"), including (without limitation) acts of God, natural disasters, epidemics or pandemics, war, armed conflict, terrorism, civil unrest, governmental or regulatory action, embargoes, export-control restrictions, supply-chain disruptions, semiconductor shortages, labour disputes, fire, flood, or failure of utilities or telecommunications. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate the affected Order by written notice without liability, save for payment of Products already delivered.

3.5 Inspection. The Customer shall inspect the Products promptly upon delivery and shall notify the Company in writing of any visible damage, shortage, or non-conformity within seven (7) days of delivery, failing which the Products shall be deemed accepted.

4. LIMITED WARRANTY

4.1 Warranty Scope. Subject to the exclusions in Clause 4.2, the Company warrants that, for a period of twelve (12) months from the date of delivery (the "Warranty Period"), the Products shall, when properly installed, integrated, and operated in accordance with the Documentation, be free from material defects in materials and workmanship and shall substantially conform to the published specifications.

4.2 Warranty Exclusions. The warranty in Clause 4.1 shall not apply to defects, malfunctions, or failures arising from or attributable to:

(a) normal wear and tear, cosmetic damage, or consumable components;

(b) accident, mishandling, neglect, abuse, improper storage, or improper installation;

(c) operation outside the published environmental, electrical, mechanical, or operational parameters;

(d) unauthorised modification, repair, or alteration of the Products;

(e) integration with non-approved hardware, firmware, or software;

(f) use in applications, vehicles, or environments not approved by the Company;

(g) Force Majeure Events; or

(h) any breach by the Customer of these Terms.

4.3 Sole Remedy. The Customer's sole and exclusive remedy, and the Company's sole liability, in respect of any breach of warranty shall be, at the Company's option and cost, the repair of the defective Product, the replacement of the defective Product with a functionally equivalent Product, or the refund of the price paid for the defective Product (less reasonable depreciation). All warranty claims shall be made in writing within the Warranty Period and shall be accompanied by proof of purchase and a description of the alleged defect.

4.4 Disclaimer. Except for the express warranties set forth in this Clause 4, the Company disclaims, to the fullest extent permitted by law, all other warranties, conditions, representations, and guarantees, whether express or implied, statutory or otherwise, including (without limitation) any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, or arising from course of dealing or trade usage. The Products are not designed, certified, or intended for use in life-support, life-critical, nuclear, or other applications where failure could reasonably be expected to result in death, personal injury, or catastrophic property or environmental damage, unless expressly authorised in writing by the Company under a separate agreement.

5. RETURNS AND REFUNDS

5.1 Returns shall be accepted only for unused Products in their original, undamaged packaging, and only where written notice of return is received by the Company within ten (10) days of delivery. Returns are subject to:

(a) prior issuance by the Company of a Return Material Authorisation (RMA) number;

(b) inspection and approval by the Company; and

(c) a restocking fee of up to twenty percent (20%) of the invoice value, at the Company's discretion.

5.2 Custom-built, configured-to-order, software-licensed, firmware-flashed, and consumable Products are non-returnable and non-refundable. Refunds, where approved, shall be processed to the original mode of payment within thirty (30) business days of approval and shall exclude shipping, handling, and any non-recoverable taxes or duties.

6. LIMITATION OF LIABILITY

6.1 Excluded Damages. To the maximum extent permitted by applicable law, in no event shall the Company, its Affiliates, directors, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, contracts, anticipated savings, goodwill, data, or use, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if advised of the possibility of such damages.

6.2 Aggregate Cap. The aggregate liability of the Company, whether arising in contract, tort, or otherwise, in respect of any and all claims arising out of or in connection with these Terms or the supply or use of any Product, shall not exceed the price actually paid by the Customer for the specific Product giving rise to the claim.

6.3 Carve-Outs. Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.

6.4 Allocation of Risk. The Customer acknowledges that the limitations and exclusions in this Clause 6 are reasonable, reflect the allocation of risk between the Parties, and form an essential basis of the bargain.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership. All Intellectual Property Rights in and to the Products, including (without limitation) hardware designs, schematics, printed circuit board layouts, firmware, embedded software, ground-station software, application programming interfaces, communication protocols, training data, machine-learning models, branding, trademarks (including AEROMIND), trade dress, Documentation, and any modifications, derivatives, or improvements thereof, are and shall remain the exclusive property of the Company or its licensors. No title or ownership of any Intellectual Property Rights is transferred to the Customer by virtue of these Terms or any sale of Products.

7.2 Limited Licence. The Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the firmware, embedded software, and Documentation supplied with each Product solely for the purpose of operating that Product in accordance with these Terms. This licence terminates automatically upon resale, transfer, or disposal of the Product, or upon any breach of these Terms.

7.3 Restrictions. The Customer shall not (and shall not permit any third party to) copy, modify, distribute, sell, lease, license, sublicense, publish, or create derivative works of any Product, firmware, software, or Documentation, except to the extent expressly authorised by the Company in writing or by applicable law that cannot be contractually excluded.

7.4 Customer Data. The Customer retains ownership of all data generated by it through the use of the Products. The Customer grants the Company a limited, non-exclusive licence to use anonymised and aggregated telemetry, performance, and diagnostic data for product improvement, quality assurance, and research and development purposes.

7.5 Feedback. Any suggestions, ideas, or feedback provided by the Customer regarding the Products may be used by the Company without restriction, royalty, or attribution.

8. REGULATORY COMPLIANCE

8.1 The Customer shall, at its sole cost and risk, obtain and maintain all approvals, certifications, registrations, licences, type-approvals, frequency allocations, airworthiness certifications, and regulatory clearances required in the jurisdictions of import, integration, deployment, and operation, including (where applicable) clearances from the DGCA, the Wireless Planning and Coordination (WPC) Wing, the Ministry of Defence, the Ministry of Home Affairs, and equivalent authorities in foreign jurisdictions.

8.2 The Customer shall not use, deploy, or permit the use or deployment of the Products in any manner that violates any applicable law, including (without limitation) aviation, telecommunications, data protection, privacy, anti-bribery, anti-money-laundering, or sanctions laws.

8.3 The Customer shall promptly notify the Company of any safety incident, accident, regulatory action, or product recall involving the Products and shall reasonably co-operate with any investigation conducted by the Company or any competent authority.

9. EXPORT CONTROL, SANCTIONS, AND END-USE RESTRICTIONS

9.1 Acknowledgement of Dual-Use Character. The Customer acknowledges that the Products are advanced avionics systems that may constitute dual-use or military items subject to export-control laws and regulations of the Republic of India (including the Foreign Trade (Development & Regulation) Act, 1992, the Foreign Trade Policy, the SCOMET list maintained by the Directorate General of Foreign Trade (DGFT), and the Weapons of Mass Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005), as well as the export-control laws of other jurisdictions including the United States, the European Union, and the United Kingdom (collectively, "Export Control Laws").

9.2 Customer Undertakings. The Customer represents, warrants, and undertakes that it shall:

(a) comply with all applicable Export Control Laws and trade-sanction regimes;

(b) not, directly or indirectly, export, re-export, transfer, divert, sell, or supply any Product, or any technology, technical data, or service derived therefrom, to any Restricted Party or to any country, territory, end-user, or end-use prohibited or restricted under the Export Control Laws, without first obtaining all required licences, authorisations, and approvals;

(c) not use, or permit the use of, the Products in connection with the design, development, production, stockpiling, or use of nuclear, chemical, or biological weapons, or missiles or unmanned aerial vehicles capable of delivering such weapons, except where expressly authorised by the relevant authority;

(d) provide, on request, an End-Use Certificate and any other documentation reasonably required by the Company or the relevant authority to verify the end-use, end-user, and destination of the Products; and

(e) flow down the substance of this Clause 9 to any subsequent transferee or end-user.

9.3 Right to Suspend. Notwithstanding anything to the contrary in these Terms, the Company may, in its sole discretion and without liability, refuse to fulfil any Order, suspend deliveries, or terminate any agreement where the Company reasonably believes that performance would or might violate any Export Control Law or expose the Company to sanctions, regulatory action, or reputational risk.

9.4 Indemnity. The Customer shall indemnify, defend, and hold harmless the Company and its Affiliates against any and all losses, damages, claims, fines, penalties, and costs (including reasonable legal fees) arising out of or in connection with any breach by the Customer of this Clause 9.

10. INSTALLATION, TRAINING, AND TECHNICAL SUPPORT

10.1 The Company shall make available standard Documentation, setup guides, and remote technical support during the Warranty Period, in each case during the Company's normal business hours and through the Company's designated support channels.

10.2 On-site installation, commissioning, integration support, custom training, and extended or premium support services may be provided pursuant to a separate written agreement, at additional cost, and subject to availability.

10.3 The Customer shall provide the Company and its representatives with reasonable access, information, and co-operation necessary for the provision of support services, and shall maintain a suitable operating environment for the Products.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") in connection with these Terms or the Products, whether disclosed orally, in writing, electronically, or by inspection, that is identified as confidential or that, by its nature or the circumstances of disclosure, ought reasonably to be treated as confidential, including (without limitation) technical specifications, designs, source code, pricing, product roadmaps, and customer information.

11.2 Obligations. The Receiving Party shall: (a) use the Confidential Information solely for the purposes of these Terms; (b) protect it with the same degree of care it uses for its own confidential information of like importance, but in no event less than reasonable care; (c) not disclose it to any third party except to its employees, Affiliates, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (d) on the Disclosing Party's request, return or securely destroy all Confidential Information.

11.3 Exclusions. The obligations in Clause 11.2 do not apply to information that: (a) is or becomes publicly known without breach of these Terms; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without restriction; (d) is independently developed by the Receiving Party without reference to the Confidential Information; or (e) is required to be disclosed by law, court order, or regulatory authority, provided that the Receiving Party gives prompt notice (where lawful) and co-operates in any effort to limit the disclosure.

11.4 Survival. This Clause 11 shall survive termination of these Terms for a period of five (5) years thereafter or, in respect of trade secrets, for so long as the information remains a trade secret.

12. INDEMNIFICATION BY CUSTOMER

The Customer shall indemnify, defend, and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, and agents against any and all losses, damages, liabilities, claims, demands, fines, penalties, and costs (including reasonable legal fees) arising out of or in connection with: (a) any breach by the Customer of these Terms; (b) the Customer's negligent or wrongful acts or omissions; (c) any unauthorised modification, integration, or use of the Products; (d) any third-party claim relating to the Customer's use, deployment, or operation of the Products; or (e) any breach of Export Control Laws or Clause 9.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of the Republic of India.

13.2 Negotiation. The Parties shall first attempt in good faith to resolve any dispute through senior-level negotiation within thirty (30) days of written notice of the dispute.

13.3 Arbitration. Any dispute not resolved under Clause 13.2 shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitral tribunal shall consist of a sole arbitrator mutually appointed by the Parties or, failing agreement within thirty (30) days, appointed in accordance with the said Act. The seat and venue of arbitration shall be Chennai, TN, India. The language of arbitration shall be English. The arbitral award shall be final and binding on the Parties.

13.4 Jurisdiction. Subject to Clause 13.3, the courts at Chennai, TN, India, shall have exclusive jurisdiction in respect of any matter not subject to arbitration, including the grant of interim or injunctive relief.

14. AMENDMENTS

14.1 The Company reserves the right to amend, modify, or update these Terms at any time. The Company shall notify the Customer of material amendments by email, through its website, or by other reasonable means. Continued use of the Products following such notification shall constitute acceptance of the amended Terms. Amendments shall not apply retrospectively to Orders already accepted by the Company.

15. RESALE, ASSIGNMENT, AND TRANSFER RESTRICTIONS

15.1 The Customer shall not resell, redistribute, lease, sub-license, transfer, or otherwise dispose of the Products, in whole or in part, to any third party without the prior written consent of the Company. Any permitted resale or transfer shall be subject to the transferee's written acceptance of these Terms (including, in particular, Clauses 2, 7, 9, and 11).

15.2 The Customer shall not assign, novate, or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or novate its rights and obligations to any Affiliate or successor entity without the Customer's consent.

16. TERMINATION

16.1 Termination for Cause. The Company may, by written notice and without prejudice to any other rights or remedies, immediately suspend deliveries, terminate any Order, or terminate these Terms in whole or in part if the Customer:

(a) fails to make any payment when due and does not cure such failure within fifteen (15) days of written notice;

(b) commits a material breach of these Terms that is incapable of cure or, if capable of cure, is not cured within thirty (30) days of written notice;

(c) breaches Clauses 2 (Use), 7 (IPR), 9 (Export Control), or 11 (Confidentiality);

(d) becomes insolvent, enters into liquidation, makes an arrangement with its creditors, or has a receiver, administrator, or similar officer appointed; or

(e) engages in any conduct that, in the Company's reasonable opinion, may bring the Company or its Products into disrepute or expose the Company to legal, regulatory, or reputational risk.

16.2 Consequences of Termination. On termination: (a) all amounts owed to the Company shall become immediately due and payable; (b) all licences granted to the Customer shall terminate; (c) the Customer shall cease all use of the Products and Documentation save as required to wind down operations safely; and (d) Clauses 4.4, 6, 7, 9, 11, 12, 13, and this Clause 16.2 shall survive termination.

17. MISCELLANEOUS

17.1 Notices. All notices under these Terms shall be in writing and shall be sent to the addresses notified by the Parties from time to time, by email (with confirmation of receipt), registered post, or reputable courier.

17.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

17.3 Waiver. No failure or delay by a Party in exercising any right or remedy shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving Party.

17.4 Entire Agreement. These Terms (together with any Order acknowledgement and any separately executed agreement) constitute the entire agreement between the Parties in respect of the subject matter hereof and supersede all prior agreements, representations, and understandings.

17.5 No Partnership or Agency. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties.

17.6 Third-Party Rights. A person who is not a Party to these Terms shall have no rights to enforce any of its provisions.

17.7 Counterparts and Electronic Execution. Where signed, these Terms may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

18. CONTACT

For all queries, support requests, warranty claims, and notices under these Terms, please contact:

ARKIN LABS PRIVATE LIMITED

Email: info@arkinlabs.in 

Website: www.arkinlabs.in

By placing an Order or using any Product, the Customer confirms that it has read, understood, and accepts these Terms in their entirety.