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General Terms and Conditions

General terms and conditions of sale and delivery of Carl Zeiss Switzerland

The following general terms and conditions of sale and delivery also apply for the corresponding delivery if no other agreement has been reached in writing.

1. Offer and Conclusion of contract
1. The supplier's offer is non-binding unless otherwise agreed in writing. Subject to prior sale. Orders are considered as accepted if they are confirmed in writing by the supplier. However, the buyer is bound to the order, even if it was only placed verbally, until he receives a binding response from the supplier.

2. Verbally agreed deviations from offers/order confirmations are only valid upon receipt of written confirmation from the supplier.

3. All our sales are considered concluded in the Canton of Zurich.

2. Documents
1. Drawings, images and information about weight, dimensions, power requirements, etc., are only binding if they explicitly described as binding and reference is made to them in the agreement. Subject to technical enhancements and modification.

2. The supplier's property and copyrights to the provided documents remain in effect; they must not be made accessible to third parties, copied or reproduced without the consent of the supplier, or used as a template for self-production or to expand the delivery item and must be returned upon request and if the order is not placed.

3. Scope of delivery
The purchase agreement or written order confirmation is the basis for the scope and design of delivery.

4. Price reservation
The prices are calculated on the basis of the supplier prices, currency parities, import fees and taxes. If one or more of these positions changes, the supplier reserves the right to make corresponding price adjustments before and after conclusion of the contract. The right to recalculation is considered agreed.

5. Terms of payment
1. Unless otherwise agreed, invoices must be paid in net without deductions within 30 days of the invoice date.

2. Non-agreed deductions by the client are not permitted, particularly offsets with receivables of the client not recognized by the supplier.
3. Payments shall also be made if the delivery, assembly and start-up are delayed at the request of the client or if guarantee work is still required after delivery.

4. Differences of opinion about the interpretation or execution of the agreement do not permit postponement of payments or modification of the terms of payment.

5. If payments are not made on time, the supplier shall be entitled to demand interest on late payments from the day after the specified payment date without giving formal notice of default. Interest on late payments corresponds to the interest rate demanded by large Swiss banks for unsecured current account loans, including commission, but at least 5% p.a.

6. If payments are in default, the supplier shall be entitled for further orders to demand advance payments, cash on delivery and to withhold unexecuted deliveries, as well as to withdraw from the agreement and demand return of delivered items without notice.

7. Financial difficulties on the side of the client or unsatisfactory credit information about him that comes to light after conclusion of the contract shall entitle the supplier to demand securities or advance payments. If the securities are not provided within a set period, the supplier shall be entitled to withdraw from the agreement.

6. Reservation of title
1. Until the purchase price, including interest, and expenses are paid in full, the delivery item remains the property of the supplier within the meaning of Articles 715 and 716 of the civil code.

2. Changes of address (business, for natural persons also private) must be provided to the supplier immediately by the client who is also obligated to bear the costs of entering the reservation of title at the respective place of residence.

3. Without the written consent of the supplier, the purchased object shall be neither sold nor pawned nor moved to another location until the purchase price, including interest, and expenses are paid. If the client infringes upon these terms, all claims to which he is entitled from the new buyer shall be considered relinquished in advance to the supplier.

4. Until transfer of property, the client must properly pay for purchased items and insure them at his own expense against fire, water, breakage and other damage. The claims from the corresponding insurance policies are herewith considered relinquished to the supplier. Any damage to the purchased item must be reported to the supplier no later than eight days after occurrence.

7. Delivery period
1. The delivery time begins ex works or location and is calculated from the time at which complete agreement with the order exists, the documents to be provided by the client in accordance with the agreement, the necessary approvals have been granted and agreed down payments have been paid, but no earlier than the day of order confirmation.

2. The delivery times listed in the agreement are always non-binding. Non-compliance shall never entitle the client to demand compensation from the supplier due to work stoppage, lost profit or other reason. The client is not entitled to dissolve the agreement due to delivery delays.

3. The delivery deadline shall be deemed met if, within the agreed delivery time, the item has left our plant or location, or the Purchaser has been notified that it is ready for shipment.

4. Partial deliveries shall be permitted.

8. Transfer of benefit and risk
1. With the closing of the sale, but no later than departure ex works or location, the risk transfers to the buyer even for carriage-paid delivery or if the supplier shall still be required to render additional services.

2. If the shipment is delayed or made impossible for reasons not the fault of the supplier, the shipment shall be warehoused at cost and risk to the buyer. Any insurance needed shall be obtained by the buyer.

9. Packaging and transport
1. Packaging and transport are performed in the best judgment of the supplier without any special agreements.

2. Complaints about damage, loss and delay must be reported immediately to the final carrier and the supplier. The buyer bears the costs for any damage incurred due to failure to comply with the formalities necessary to protects his rights.

10. Insurance
For the work to be completed by the supplier, including test work, the legal stipulations for illness, accidents and liability for the personnel of the supplier lie with the supplier, for the personnel of the buyer and third parties with the buyer.

11. Acceptance and fulfillment
The supplier must be notified in writing immediately, but no later than four weeks after receipt of the goods, of any obvious material defects, wrong deliveries and incorrect quantities.

12. Warranty
1. The supplier guarantees that the goods are free from material and production defects. If the supplier is informed of such a defect by the buyer within the warranty period (Section 2), he is obliged to rectify the deficiency free of charge through his choice of repair or delivery of goods free from defects. The supplier stipulates if a repair will be made at the site of use of the goods, at one of his sites in Switzerland or at the manufacturers factory. If the supplier decides against a repair of the site of use, the buyer shall at his own cost properly package, transport and send the defective goods to the address provided by the supplier. If the Supplier does not remedy the defect within an appropriate period of time set in writing by the Client, the client shall be entitled to demand reimbursement of the purchase price in exchange for return of goods.

2. Unless otherwise agreed, the warranty period shall be 12 months. If additional assembly and start-up services are agreed, the period begins with handover; in any case, the period ends if 15 months have passed since the transfer of risk.

3. The client must inform the supplier of any defects immediately in order to minimize the damage.

4. The supplier is obliged to remedy defects if the client has fulfilled his contractual obligations. In particular, the agreed payments shall be made in accordance with the contractual provisions. The client shall only withhold payments to an extent commensurate with the defects that have occurred.

5. Defects resulting from normal wear (especially in expendable parts) and improper handling are not be covered by our warranty. Our warranty obligations expire if the goods are modified or repaired by the client or by a third party not authorized by the supplier.

6. For equipment from other manufacturers, the warranty stipulations of the respective manufacturer apply.

7. The following additional provisions shall apply to software: the supplier guarantees compliance with the program specifications of the supplier of software made available to the client, provided that the software has been installed on the corresponding systems of the supplier in accordance with the supplier's instructions. However, if the client is provided software, interfaces, etc. as a third-party product, the supplier does not assume any warranty or liability. Only defects that can be reproduced at any time shall be considered software defects.At his option and depending on the importance of the defect, the supplier shall undertake to correct software defects that considerably impair its use in conformity with the contract either by installing an improved software version or by providing information on how to remove or avoid the effects of the defect. The supplier assumes no guarantee that the software will run faultlessly in all the client-selected combinations not specified by the supplier.

8. Other and further claims, whether in contract or law shall be excluded, especially claims for replacement of such damages that did not occur on the goods themselves (consequential damages). This does not apply when mandated by law in cases of intent, gross negligence or the absence of guaranteed properties.

13. Acceptance
1. Acceptance testing only occurs if previously agreed. The client bears the costs of such testing.

2. If the client forgoes an agreed acceptance test or is not present, the test of the suppliers is considered the acceptance test. If testing is delayed due to no fault of the supplier, all costs incurred shall be the responsibility of the client. In any event, the goods shall be deemed accepted as soon as they are put into service by the client.

3. Acceptance shall not be refused due to minor defects, however, the supplier shall undertake to correct them.

14. Rights to software
The client shall be granted a non-exclusive, transferable right to use programs, the related documentation and subsequent upgrades for the exclusive use on the goods on which the client uses the programs, documentation and subsequent upgrades for the first time.Furthermore, the client has no rights to the programs, documentation and subsequent upgrades; in particular, the supplier remains the sole owner of copyrights.Without our prior written consent, the client shall neither make accessible – even for own use – to third parties, nor copy, nor duplicate in any way these programs, documentation and subsequent upgrades. Source programs shall only be provided on the grounds of a separate written agreement.

15. Venue, jurisdiction and governing law
1. Feldbach shall be the place of fulfillment for delivery, payment and all other mutual obligations from the purchase agreement/order confirmation.

2. Swiss law is recognized for the evaluation of the legal relationship between the parties.

16. Feldbach is the exclusive place of jurisdiction for any disputes between the parties arising from this agreement.

Carl Zeiss Schweiz AG