Terms & Conditions

1. Exclusive validity of the Terms and Conditions of Sale
Exclusive validity of the Terms and Conditions of Sale, contents of the contract These General Terms and Conditions of Sale shall be the exclusive basis of our deliveries and services, even if we do not expressly oppose any conflicting terms and conditions of purchase.

2. Conclusion of the Contract
2.1 When you place an order to purchase a product from us, we will send you an e-mail confirming receipt of your order and containing the details of your order. Your order represents an offer to us to purchase a product which is accepted by us when we send e-mail confirmation to you that we've dispatched that product to you (the "Dispatch Confirmation E-mail"). That acceptance will be complete at the time we send the Dispatch Confirmation E-mail to you. Any products on the same order which we have not confirmed in a Dispatch Confirmation E-mail to have been dispatched do not form part of that contract.
2.2 Carl Zeiss 3D Automation is the contract Partner, we reserve the right to assign and forward your offer to a distribution company of the Carl Zeiss Group right on the spot of you, therewith the distribution company becomes your contract partner and will accomplish your order.
2.3 Please be aware of, that we distribute the products to end customers only and that the products are not designated for intermediate trade.

3. Prices
3.1 Our prices are exclusive of VAT which shall be charged additionally at the statutory rate valid at the date of invoicing. Our prices shall be understood for EXW (INCOTERMS 2010 published by the International Chamber of Commerce, Paris) delivery. The costs of packaging, shipment and transport insurance shall be charged additionally.
3.2 When ordering goods from us for delivery overseas outside the EU, you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you; we have no control over these charges and cannot predict what they may be. Customs policies vary widely from country to country, so you should contact your local customs office for further information. Additionally, please note that when ordering from us, you are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the goods. All costs and charges have to be paid directly to the local authorities by you.

4. Terms of payment
4.1 We reserve the right to demand advance payment. Our invoices shall be payable within 30 days after delivery and invoicing. For the purpose of determining its timeliness, a payment shall be deemed to have been made when we are able to dispose freely of the amount credited to our account. In the case of cheques or bills of exchange, the possibility of payment and entry in our account must be given according to the usual order of business. All costs and expenses resulting from the discounting and submission of cheques and bills of exchange shall be borne by you.
4.2 If you fail to meet your payment obligation we shall be entitled, without evidence being required, to demand interest on arrears on such delayed payment at a rate 8% p.a. above the relevant base interest rate of the European Central Bank from the contractual payment date, notwithstanding the possibility of claiming for greater actual damage and without prejudice to our other rights.
4.3 You may set off only claims which are either uncontested by us or which have been adjudicated and are final and unappealable.
4.4 In the event that your financial circumstances should deteriorate after the conclusion of the contract, we shall be entitled to refuse the services to be performed by us until our claim has been paid or until security has been provided for claims not yet due.

5. Delivery time
5.1 Information about delivery time is of non-binding force. The delivery time shall only be deemed to be agreed after written confirmation by us. The delivery time shall be deemed to have been complied with if, within the delivery time, the goods leave our factory or if you have been advised that the goods are ready for shipment, or if the result of the services performed by us has been transmitted.
5.2 If we are unable to comply with the agreed delivery time because of industrial disputes or other unforeseeable events beyond our control, including but not limited to shortages of material or energy, incorrect or late deliveries (despite the careful choice of suppliers) and if the non-compliance could not be prevented by due care and diligence, the delivery time shall be extended by the duration of the hindrance plus an appropriate lead time. If you are able to demonstrate that such an extension of the delivery time cannot be reasonably accepted by you, you shall be entitled to cancel the contract, provided that it has not yet been fulfilled. No further claims shall be admissible.
5.3 We are responsible for non-compliance with the delivery time, you shall be entitled to cancel the contract after the expiration of a reasonable extension of the delivery time granted in writing; or, if you can prove that you have suffered damage due to the delay caused by us, you shall be entitled to claim damages to a maximum of 0.5 % of the price of the delayed goods or services for every full week of the delay, but under no circumstance more than 5% of the aggregate value of the undelivered goods or services. Any other and further claims for damages, whether by contract or by statute, shall be excluded. The above provisions shall not apply in cases where we are statutorily liable for intentional conduct or gross negligence.

6. Shipment, insurance and passing of risk
6.1 Unless otherwise agreed, we shall select the route and mode of shipment, and shall ship the goods to your domicile at your expense.
6.2 We shall insure the goods against the usual transport risks from warehouse to warehouse.
6.3 Risk of loss or damage shall pass to you as soon as the goods have been handed over to the haulage company or have left our factory or warehouse, or on receipt of our notification that the goods are ready for shipment, if the dispatch was delayed for reasons beyond our control. We deliver EXW, Incotrerms 2010.
6.4 Partial shipments shall be permissible.

7. Obligation to give notice of defects and damage in transit
Obvious defects and damage in transit, incorrect shipments and incorrect delivery quantities shall be immediately reported to us in writing. Any defects or damages which are not directly obvious shall be reported to us in writing not later than 14 days after receipt of the goods concerned.

8. Reservation of title
the extent permitted by the law of the country to which the products are delivered, we shall reserve title to the delivered products (the „secured products") to secure the payment of all contractual claims we have against you for payment. You shall be entitled to resell the goods in the ordinary course of business with the proviso that, for the purpose of security, you assign the claims from the resale, including all secondary rights, to us now to the value of the amount billed by you. With the right of revocation, we authorize you to collect the claims assigned to us in your own name for account. This authority to collect can be revoked if you do not duly fulfill your payment obligations or in the event of deterioration of your financial circumstances. Pledging of the goods or transfer of ownership by way of security shall not be permissible.

9. Warranty for material defects and defects in title
9.1 In the event of any material defects and defects in title, we shall warrant as follows, subject to the provisions of clause 10 and with all further claims being excluded: If you report any such defect to us within the warranty period, we shall undertake to remedy the defect free of within a reasonable period of time, at our option, by repairing the defective product or by supplying replacement which is free from defect. If we are not in a position to do so, you shall be entitled to rescind the contract.
9.2 Unless otherwise agreed, the limitation period for warranty claims and legal deficiency shall be 12 months after passing of the risk of loss.
9.3 You shall immediately notify us of defects which appear and do everything within your power to keep the damage to a minimum.
9.4 We shall be obliged to remedy defects only if you comply with your contractual obligations. In particular, agreed payments must be made in accordance with the payment terms, and you may withhold payments only in an amount which bears a reasonable relationship to the defects which have appeared.
9.5 Defects resulting from normal wear and tear (especially in consumable parts) or from mishandling shall not be covered by this warranty. Nor shall we warrant for any defects caused by repairs or modifications improperly performed by yourself or third parties.
9.6 Periods of limitation for warranty claims shall be interrupted by measures implemented to remedy defects.
9.7 The following additional provisions shall apply to software: We warrant that the software delivered to you conforms to the program specifications, provided that the software has been installed in our corresponding systems and in accordance with our instructions. Software defects shall only include defects which can be reproduced at any time. We will undertake to remedy software defects which impair the contractual use to a more than insubstantial degree, at our option and depending on the extent of the defect, either by delivery of an improved version of the software or by providing advice as to how such defects can be eliminated or their effects avoided.
9.8 All other and further claims, whether arising by contract or by statute, shall be excluded, in particular claims for damages which do not directly affect the products (consequential or indirect damages). This shall not apply to the extent that we are statutorily liable for intentional conduct gross negligence or lack of warranted properties in the product.

10. Rights concerning software
You shall be granted a non-exclusive, non-transferable license to use programs, related documentation and subsequent upgrades for the internal operation of the products for which the programs are supplied. You shall not make them accessible to third parties without our prior written consent. Copying with the exception of a backup copy shall not be permitted. Nor shall the software and the related documentation be used for the training, instruction etc. of third parties. Source programs shall only be made available by us under a separate written agreement.

11. Liability and Claims for Damages
11.1 In the event of a breach of obligations contained in a preliminary agreement, contract and extra-contractual agreement and in the case of a defective delivery (but excluding the defective delivery of a generic item), tort and product liability, we accept liability for damages and reimbursement of expenses (subject to further contractual or statutory liability conditions) only in the event of intent, gross negligence and in the case of ordinary negligence of a material contractual obligation (a contractual obligation, the infringement of which imperils the attainment of the purpose of the contract). However, our liability (except in the case of intent) is limited to the damages which were foreseeable at the time of the conclusion of the contract and which are typical under the contract.
11.2 If the goods which were delivered cannot be used in a particular case in accordance with the contract and we are responsible as a result of our failure to execute suggestions and advice provided prior to or after conclusion of the contract or because of defective execution of such suggestions and advice or by breach of other secondary contractual obligations (particularly operating instructions and maintenance instructions for the goods supplied), Clause 10.1 and the provisions of Clause 8 apply and further claims on the part of the customer are excluded.
11.3 Liability for ordinary negligence is excluded apart from breach of material obligations, and in any event liability is limited to the purchase price. Clause 2 remains unaffected hereby.
11.4 The liability exclusions and limitations contained in Clauses 11.1 – 11.3 do not apply when a warranty for the quality of goods within the meaning of § 444 of the Civil Code has been accepted, or in the event of fraudulent concealment of a defect, loss or damage arising from bodily injury, impairment of health or death, or in the event of compulsory liability in accordance with the Product Liability Act (Produkthaftungsgesetz).
11.5 All claims for damages against us for whatever reason in law are time-barred not later than one year after delivery of the goods to the customer or performance of the service in the case of tortuous liability following notice or negligent ignorance of the circumstances giving rise to the claim and of the person liable for damages. The provisions of this Clause do not apply (and are replaced by the statutory provisions) in the case of liability for intent and cases under the Product Liability Act.
11.6 the case of supply of software, we, our staff and vicarious agents are liable for the loss or corruption of data caused by the program but only to the extent which would have been unavoidable if the customer had fulfilled his duty of data security at adequate intervals and at least daily.

12. Data storage and place of jurisdiction
12.1 Pursuant to § 33 BDSG (German Data Protection Law) and TDDSG (Teleservices Data Protection Act), we inform you that personal data related to our business connections with you are stored by ourselves and, if required, also by our affiliated companies. We use your information exclusively for processing your order and to proof your statements. We use your information to inform you about your orders, our products and our services which may find your interest. We also use your information to improve our portal, to prevent misuse or even to recognize misuse or to enable third parties to carry out technical, logistic or other services in our Name. You can find more information in our data protection statement.
12.2 The place of jurisdiction for disputes arising from or in connection with this contract shall be Stuttgart/Germany or the place of our distribution company the order had been assigned to or your domicile, at our option.
12.3 In the event that any one or several of the provisions of this contract should be or become invalid, the validity of the remainder of the contract shall remain unaffected. In such event the parties shall replace the invalid provision by a provision which best approximates the economic purpose of the contract in a legally admissible way.
12.4 The law of the Federal Republic of Germany shall govern, with the exclusion of the international conflict of laws provisions thereof and with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980. In the case of assignment to our distribution company the local law of its place shall be applicable with the exclusion of the international conflict of laws provisions.

Status: October 2013

General Terms and Conditions of Purchase

1. Scope

1.1 Any delivery of goods and services to us shall be subject to the Terms and Conditions set forth herein to the extent no other agreements have been explicitly made.

1.2 As far as the client’s general terms and conditions are inconsistent with ours, their application shall be subject to our explicit written approval.

2. Orders

2.1 Our orders and any changes and additions to the orders must be made in writing or text form.

2.2 We are entitled to cancel our order free of charge if you do not confirm our order in unmodified form within two weeks after receipt.

3. Time-limits, consequences of delay

3.1 Agreed time-limits for deliveries of goods and services shall be binding. If delays are expected or occur you shall immediately notify us in writing.

3.2 If you fail to deliver or perform within an additional reasonable grace period set by us, too, we shall be entitled to refuse acceptance, rescind the contract and/or demand compensation. We shall be entitled to rescind the contract even if the delay was not your fault. You shall bear any additional costs incurred by us because of your default, especially those resulting from the necessity to purchase from third parties instead.

3.3 The right to demand an agreed contractual penalty for inappropriate performance (§ 341 BGB – German Civil Code) shall be reserved for us until the final payment.

4. Prices

Prices shall be fixed prices. They shall include all expenses in connection with the goods and services provided by you.

5. Execution, delivery

5.1 You may only subcontract with our consent, unless such contracts are merely for the supply of standard parts. Delivery call orders shall be binding with regard to the nature and quantity of the goods ordered and the delivery time. Part-deliveries shall require our consent.

5.2 All deliveries must be accompanied by a delivery note stating our order number as well as details of the nature and quantity of the contents.

5.3 Deliveries shall generally include customary one-way standard packaging. If reusable packaging is used, it shall be provided on loan. Return of the reusable packaging shall be carried out on your account and risk. If as an exception we take over packaging costs, these costs shall be calculated on basis of verifiable net costs. The economical use of resources and energy shall be respected at any time.

5.4 In the event that equipment is delivered, a technical description and instructions for use shall be included free of charge. Where applicable technical data sheets regarding the energy efficiency shall be included. In case of software products, the delivery obligation shall only have been met once all the (systems and user) documentation has also been delivered. For software programs that are specifically developed for us, the program shall also be delivered in source format.

5.5 When you are delivering goods or providing services on our premises you shall obey the directions for non- employees concerning security, environmental- and fire protection and efficient use of energy currently in force.

6. Invoices, payments

6.1 Invoices shall be presented to us with separate post; they shall state our order number.

6.2 Your entitlement to payment shall be due 30 days after receipt of the goods and your invoice or at our choice within 14 days with a 3% discount. Payment shall be deemed to have taken place on the day our bank has received the transfer order.

6.3 Payments shall not be deemed as acknowledgement that the good or service is in accordance with the contract. In the event that a good or service is defective or incomplete, we shall be entitled, without prejudice to our other rights, to withhold an reasonable amount of payments with regards to debts based on the business relationship until you have performed in accordance with your contractual obligations.

6.4 The cession of your claims against us to third parties shall be excluded.

7. Safety, environmental protection, energy efficiency

7.1 Your goods and services must comply with the statutory provisions, especially the provisions relating to safety and environmental protection, including the regulations on hazardous substances, the ElektroG (German Law on the Marketing, Return and environmentally friendly Disposal of Electric and Electronic Equipment) and with the safety recommendations of competent German professional bodies or organizations. The relevant certificates and documents must be supplied free of charge. Your goods and services shall be state of the art regarding energy efficiency. To this effect your employees shall be trained in appropriate manner. You shall be obliged to present on request proof of the aforementioned training measures to us.

7.2 You shall be obliged to determine and comply with the currently applicable regulations regarding restrictions on hazardous substances. You shall be obliged not to use banned substances. You shall specify all substances to be avoided and all dangerous substances and submit safety data sheets (at least in German or English) with your offers and with the delivery note of your first delivery. If you have any evidence that your delivery has violated restrictions on substances or contained banned substances you shall be obliged to immediately inform us.

7.3 With respect to deliveries and the performance of services you alone shall be responsible for compliance with regulations for the prevention of accidents. Any necessaryGeneral Terms and Conditions of Purchase safety equipment and manufacturer’s instructions shall be supplied free of charge.

8. Import and export provisions, customs

8.1 For goods and services from a country (other than Germany) that is within the EU, the EU value added tax identification number shall be quoted. In case you are located in an EU-member country, imported goods shall be delivered to us duty paid if not expressly agreed otherwise.

8.2 You shall comply with all export regulations (especially the export control and customs regulations) applicable in the country of destination and at your seat and – where applicable - the United States of America. You shall clearly show the corresponding classification (Export Control Classification Number) as well as the applicable statistical product number (HS Code) and the country of origin in the documentation (shipping note, invoice, etc.) provided for all deliverables that are subject to export licenses or US (re- )export regulations. You shall be obliged to provide at your own expense the required declarations and information under Regulation (EC) No. 1207 / 2001, allow checks to be performed by customs officials and furnish the requisite official letters of confirmation.

8.3 Where goods and services to be delivered to us involve technologies in terms of technical knowledge, which are subject to US (re-)export regulations (EAE, ITAR), the European Dual Use regulation or to the German Export Control List, you shall be obliged to inform us in writing about this circumstance.

9. Passage of risk, acceptance, title

9.1 Irrespective of the agreed price terms the risk passes to us in case of delivery without installation or assembly upon receipt at the delivery address we have given and in the event of delivery with installation or assembly upon successful completion of our acceptance. Commissioning or use shall not replace our declaration of acceptance.

9.2 We shall acquire property of the delivered goods after payment. Any elongated or extended retention of title shall be excluded.

10. Obligation to examine goods and notification of defects, expenses

10.1 Examination of incoming goods will take place with regards to obvious defects. Hidden defects will be notified as soon as they are detected according to the circumstances of the orderly course of business. You waive the objection of delayed notification for all defects notified to you within 14 days after detection.

10.2 If we return defective goods to you we shall be entitled to debit back to you the invoice amount paid plus a lump sum for expenses of 5% of the price of the defective goods. We reserve the right to proof higher expenses. Your right to proof lower or no expenses shall be reserved.

11. Warranty of defects of quality and title

11.1 Defective deliveries must be replaced immediately by deliveries that are free from defect, and faulty services must be repeated faultlessly. In the event of development or design engineering defects we shall be entitled to immediately assert the rights provided for under section

11.2 You shall require our consent to repair defective goods or services. You shall bear the risk as well as the risk of loss during the time in which the good or service to be delivered is not in our possession.

11.3 If you fail to remedy the defect within an additional reasonable period of grace that we have set we shall be entitled at our own discretion to rescind the contract or reduce remuneration and additionally in either case to demand compensation of damages.

11.4 In urgent cases (especially where operating safety is in jeopardy or for the purposes of preventing an exceptionally high damage or loss), for the removal of insignificant defects and in the event that you are in default of remedying a defect, we shall be entitled, after notifying you and after a reasonably short period of grace has expired, to remedy the defect and any resultant damage or loss ourselves or through third parties at your expense. This shall also apply if you deliver the good or service late and we have to remedy defects immediately so that we do not miss our own delivery deadlines.

11.5 The period of limitation for claims for defects of quality and defects of title shall be 36 months as from the passage of risk in accordance with section 9.1. The expiry of the period of limitation shall be suspended from the date of notification of defects until our claim for defects has been fulfilled.

11.6 If you have to deliver or perform in accordance with our plans, graphs or other specific demands, you expressly guarantee the conformity with our demands. If delivery or performance deviates from the demands we shall immediately have the rights under section 11.3.

11.7 Our statutory rights shall in any case be reserved.

12. Repeated default

If, after receipt of a warning letter, you are again late in supplying essentially identical or similar goods or services, or such goods or services are again defective, we shall immediately be entitled to rescind the contract. In this case we shall be entitled to rescind contracts with regards to future delivery of goods and services on basis of this or another contractual relationship, too.

13. Indemnification in the event of defects

You shall indemnify us against all claims raised against us by third parties –for whatever legal reason– due to a defect of quality or title or another defect of a product delivered by you and shall also reimburse our expenses necessary for the defense against the claims.

14. Technical documentation, tools, means of production

14.1 All technical documents, tools, in-house standard sheets, means of production, etc., that we provide shall remain our property; all trademark, copyright or other property rights shall remain with us. They, together with allGeneral Terms and Conditions of Purchase duplicates that you may have been made, must automatically be returned to us as soon as the order has been executed. You shall not be entitled to assert a right of retention in this respect. You may only use the said objects to execute the order. You may not pass them on, or make them otherwise accessible, to unauthorized third parties. The said objects may only be duplicated in so far as it is necessary for the execution of the order.

14.2 In the event that you wholly or partly create the objects mentioned in sentence 1 of section 14.1 for us at our expense, section 14.1 shall apply accordingly. We shall own the objects on a pro rata basis according to our share of the costs of manufacture, and you shall keep these objects safe for us free of charge; we may, at any time, acquire your rights in respect of the object by compensating for expenses that have not yet been amortized and reclaim the object.

14.3 You are obliged to service and maintain the aforementioned objects as well as to mend defects caused by normal wear and tear at your expense. If you, in order to execute our order, after prior consultation with us at our cost subcontract the production of samples and tools to a third party you shall cede to us your claims for cession of property in those tools and samples against the subcontractor.

15. Provision of materials

15.1 Materials that we provide shall remain our property. You shall store them free of charge with due care and diligence. You shall keep them separate from your property and mark them as our property. They may only be used to implement our order.

15.2 In the event that you process or transform the materials provided, this shall be done for us. We shall become the direct owner of the resulting new objects. If the materials provided only constitute a part of the new objects we shall be entitled to ownership of the new objects on a pro rata basis according to the value of the materials provided and contained therein.

16. Confidentiality

16.1 You shall be obliged to handle confidential and not pass on to third parties all non-evident commercial and technical data that you become known to you through our business relationship.

16.2 Our prior written consent shall be required for the manufacture for third parties and exhibition of products manufactured specifically for us, especially those made according to our drawings and manufacturing specifications, for publications relating to ordered goods and services and for references to this order vis-à-vis third parties.

16.3 We point out that personal data in relation to our contractual relationship may be stored by us and may be transferred to companies associated with us in the Carl Zeiss group, too.

17. Miscellaneous

17.1 The place of performance shall be the given delivery address.

17.2 The place of jurisdiction, provided that you are a businessman, a legal person under public law or a special fund under public law, shall be the place of business of the Carl Zeiss group company using these general terms and conditions. However, we may also take legal action against you at your place of business.

17.3 Governing law shall be the law of Germany with the exclusion of the international conflict of laws provisions thereof and with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.4 Should any of the clauses of these General Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.

Version 2015

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