General terms and conditions (version of April 2000)

I. Conclusion of contract

(1) These general terms and conditions apply to all our goods and services - repair and maintenance services in particular - and payments.

(2) Contractual conditions or other business conditions of the purchaser are ineffective unless we have explicitly accepted them in writing in each individual case.

II. Delivery

(1) The delivery times indicated are not binding. Occurrences of force majeure, stoppages, or shortages of materials at our company or our supplier, as well as all circumstances that are not due to gross negligence and wholly or partially render the fulfillment of accepted orders impossible, delay such fulfillment or make it very difficult, entitle us to repudiate the contract, without claims for damages from the purchaser, to postpone delivery until the event has passed or to perform part deliveries.

(2) The term "force majeure" covers all occurrences that are beyond our control and that can impair or prevent the due fulfillment of our obligations. In particular, this includes war, mobilization, warlike events, riots, strikes, production stoppages, natural catastrophes, fire in our sphere of influence or at subcontractors, action by labor unions.

(3) We are entitled to make part deliveries of goods or services. Unless otherwise agreed in writing, we are entitled to invoice the applicable statutory sales tax for individual part deliveries of goods and services.

(4) If the purchaser does not give instructions about the delivery mode, we shall choose the mode we consider to be most advantageous, exercising the care customary in trade.

(5) We are entitled, though not obliged, to insure the goods to be delivered against all transport risks at the expense of the purchaser. This, as well as any payment by us of transport costs, does not affect the passage of risk.

(6) In the case of deliveries of goods, the risk passes to the purchaser on transfer of the goods to the transport company, even if the place of performance differs from the place of transfer of the goods to the transport company, and regardless of whether the goods are transported by ourselves or by a third party.

(7) Delivery of all or part of the order is considered to be completed when the goods have been handed over to the transport company or when the customer has been informed that the goods are ready for delivery.

(8) In cases where delivery of the goods or services cannot be made or completed without negligence on our part or for reasons for which the purchaser is responsible, our readiness to deliver or perform shall be sufficient for the fulfillment of the contract.

(9) We do not accept liability for goods and services if the purchaser did not sufficiently specify the goods to be supplied on conclusion of the contract.´

III. Prices and payment terms

(1) Unless otherwise agreed in writing, our prices are ex warehouse prices. The purchaser shall be charged the prices applying on the day of delivery. Unless otherwise agreed in writing, the price includes packaging and delivery of the goods.

(2) All delivery costs, e.g. packaging, transport costs and transport insurance, shall be borne by the Carl Zeiss GmbH. Any customs duties and statutory sales tax shall be borne by the purchaser.

(3) Apart from invoices for spare parts or repair and maintenance services, our invoices must be paid net within 30 days of the invoice date. If full payment is made within 14 days after the invoice date, we shall grant a 2% discount on the gross value of the goods, provided that the payment is not for repair or maintenance, spare parts, incidentals or services and that all previous invoices due have been paid by the purchaser. Here, the applicable date shall be the date of remittance. If full payment is made by direct debit, we shall grant a 3% discount on the gross value of the goods, provided that the payment is not for repair or maintenance, spare parts, incidentals or services and that all previous invoices due have been paid by the purchaser. In the case of non-compliance with a payment agreement, the total balance becomes due for payment immediately.

(4) Applicable discounts are granted exclusively on the value of the goods ex warehouse Vienna, but not on transport or other costs and services.

(5) Invoices for spare parts or repair and maintenance services must be paid net and immediately on receipt.

(6) Unless otherwise agreed separately in writing, bills of exchange or checks are not accepted.

(7) Incoming payments shall be applied to the oldest unpaid invoice.

(8) The purchaser shall be fully liable for all damages caused to us by failure to make payments in accordance with the agreement. In the case of late payment we shall charge interest on arrears on 1% per month. If we have to pay a higher bank interest rate, we shall be entitled to charge this higher rate to the purchaser, even at a later date. In the case of late payment, the purchaser undertakes to pay the costs incurred in accordance with the Ordinance of the Federal Minister for Economic Affairs on the maximum rates chargeable by collection agencies (BGBl. (Federal Law Gazette) No. 141/1996).

(9) Under no circumstances shall the purchaser be entitled to set off claims against existing or alleged counterclaims, or to retain due payments for whatever reason, particularly because of alleged counterclaims and/or warranty claims.

(10) Provided that the acceptance of bills of exchange or checks has been explicitly agreed in writing, these are only accepted in payment pending full discharge of the debt. Furthermore, we are entitled to return accepted bills or checks before they expire and to request immediate cash payment. Irrespective of the relevant due date, payments for which easy terms were granted become due for immediate payment if there is a significant deterioration in the purchaser's financial circumstances.

(11) Irrespective of any other regulations or agreements, we are entitled to deliver outstanding goods or services only against advance payment or upon the provision of security. If advance payments are not made or security is not provided within a reasonable additional period of time, we are entitled to repudiate the contract. In such a case, the statutory regulations must be applied in such a way as if the purchaser had delayed performance. If the purchaser is permitted to make part payments, default shall occur if he/she is in arrears with a payment for more than five days.

IV. Warranty

(1) Transport damage or any other complaints about defective or incomplete deliveries of goods or services must be reported to us in writing immediately on receipt of the goods or performance of the services. If we do not receive such notification, our goods and services shall be considered to be flawless. Such notification is absolutely necessary in order to claim on the transport insurance. We must be informed of concealed defects as soon as they are discovered.

(2) Persons charged with checking and eliminating defects are not authorized to acknowledge defects if this has an adverse effect on us, unless they have power of representation for our company under commercial law, or the acknowledgement is made in writing.

(3) Maintenance measures, replacement deliveries or acknowledgements do not impair expiry of the warranty period or period of limitation.

(4) The purchaser is only entitled to request repair in the case of reparable defects or replacement in the case of non-reparable defects.

(5) If repair is not successful, we are entitled to choose whether to grant a price reduction or to repudiate the contract.

V. Other liability regulations

(1) The occurrence of defects does not entitle the purchaser to retain the purchase price or charges for labor, or any part thereof.

(2) We do not accept any liability for warranty claims beyond those specified under IV. In particular, we do not accept liability for damage to the purchaser's property, including consequential damage of any kind. However, this exclusion of liability is not applicable in the case of willful damage caused by us, or conspicuously gross carelessness or gross negligence.

(3) In all cases where the limitation of our liability is not permissible by law, we only accept liability for reimbursement of that amount of loss that - in consideration of all circumstances known or culpably unknown to us - was foreseeable at the time when the contract was concluded, but not exceeding the payment received from the purchaser.

VI. Repair and maintenance work

The above-mentioned restrictions on warranty and liability apply similarly to repair and maintenance work. Repair and maintenance work is defined as work performed outside the warranty.

VII. Packagings

Packagings are invoiced to the purchaser and not taken back.

VIII. Reservation of ownership

(1) We reserve the right of ownership of the goods we have supplied until receipt of all payments arising from the contract, including any costs and interest.

(2) The purchaser is permitted to sell the supplied goods in the ordinary course of business, unless the claim resulting from the purchase has already been assigned to other parties or cannot be assigned to us for any other reason. This permission may be revoked at any time. The right of resale also becomes void if the purchaser is over-indebted.

(3) The purchaser shall assign the claim to which he is entitled from the resale or any economically similar disposal to us at this point as security for himself, irrespective of whether or not the reserved goods are sold in conjunction with other items.

(4) If the purchaser sells the reserved goods together with other goods not owned by us, the assignment only applies to the value of the reserved goods at the time of delivery required for the fulfillment of our demands.

(5) The purchaser is authorized to collect the assigned claim as long as he meets his contractual obligation to pay us; however, the amounts he collects must be forwarded to us immediately as long as our claim is due. The authority to collect becomes void even without our explicit revocation if the purchaser suffers financial difficulties, particularly if he suspends payments, if forced realizations are instituted against him or composition or bankruptcy proceedings are commenced. On our request, the purchaser must provide us with the data required for the collection of the assigned claim, forward the relevant documents and inform his debtor about the assignment immediately. We are also entitled to inform the purchaser's debtor directly about the assignment. An unsettled claim against the purchaser also entitles us to obtain a contractual or executive lien.

(6) Our reservation of ownership is conditional in such a way that ownership of the reserved goods is transferred immediately to the purchaser and that he is entitled to the assigned claims after full payment of the outstanding claims.

(7) The purchaser may not pledge the goods or the claims resulting from their sale or offer them as security until our claims are satisfied in full. In the event of attachment, seizure or other dispositions by third parties, he must notify us immediately. The costs of interventions shall be borne by the purchaser. Furthermore, the purchaser shall be obliged to inform us immediately of any application for the commencement of bankruptcy or composition proceedings on his assets.

(8) If we repossess the goods delivered on the grounds of the reservation of ownership, the defaulting purchaser shall be liable for any reduction in revenue arising from their resale. Furthermore, he must reimburse the costs incurred for any return transport to us or further transport to third parties.

(9) We are entitled, but not obliged, to repudiate the contract if insolvency proceedings are commenced against the purchaser's assets or even if only a temporary delay in payments occurs.

IX. Assignment of rights

The purchaser is not entitled to assign his rights under the contract to a third party.

X. Other contractual relationships

Our general terms and conditions also apply to deliveries on loan and goods on commission. Under these contracts, the other contracting party shall bear all losses caused by damage to or the loss of the loaned object or goods on commission; his liability also extends to accidents.

XI. Passing on of data

The purchaser agrees that all data relating to him and known to us in the context of this business relationship may be passed on to associations for the protection of preferential creditors, in particular for the protection of the interests of preferential creditors.

XII. Place of performance, place of jurisdiction and choice of law

The place of performance for payments is Vienna. The local competence of the court in Vienna competent as regards the subject matter is agreed exclusively for all disputes arising from this contract. The law of the Republic of Austria shall exclusively govern the legal relationships between the two parties; international sales laws are not applicable.

XIII. Consumer transactions

If provisions of these general terms and conditions are incompatible with obligatory provisions of the Consumer Protection Act (KSchG), the provisions of the Consumer Protection Act intended for the purpose or applicable mutatis mutandis shall apply in their place.

XIV. Invalidity of individual provisions

If one of the provisions of these terms and conditions is invalid, it shall be replaced by that valid provision which represents the closest approximation to the commercial purpose of the invalid one. Should one or more of the provisions of the general terms and conditions or of the contract be invalid, the validity of the remainder of the contract shall remain unaffected thereby.

Carl Zeiss GmbH