General Business Terms and of the Carl Zeiss spol. s r.o. Company

1. Exclusive validity of the General Sales Conditions
1.1. All deliveries of goods executed by Carl Zeiss spol. s r.o. shall be subject to these General Trade Terms and Conditions, unless expressly stipulated otherwise in the Purchase Contract.
1.2. Should any provision of the Purchase Contract differ from specific provisions of the General Trade Terms and Conditions, these differences shall not affect the validity of other provisions of these sales conditions.

2. Prices and determining them
2.1. The prices quoted in the Price List do not include value added tax, which is billed separately. The prices are deemed to be "carriage paid" to the agreed destination, under the standard conditions of postal, railway, road or courier transport. The Supplier reserves the option to bill additional charges for special delivery of a consignment after agreement with the Buyer. Any costs incurred in connection with an atypical manner of delivery (such as COD or express) shall be billed separately.
2.2. The prices of goods include the packing which is normal in common business contact.

3. Payment terms
3.1. Unless stipulated otherwise, invoices shall be due within 14 days from the day of issue. For keeping the term of payment, the date when the payment is credited to the beneficiary's account is decisive.
3.2. The Supplier shall be entitled to set off its overdue claims against its liabilities with respect to the same entity. The Supplier shall also be entitled to claim default interest up to 0.1% of the due amount, including VAT, per day of delay in payment. Thus, no other rights of the Supplier shall be affected.
3.3. Only undisputed claims or final judgement claims may be set off.
3.4. In case of delayed payment, as well as in case of reasonable doubt about the Buyer's solvency, the Supplier shall be entitled to make all Buyer's trade liabilities payable with immediate effect and to request advance payments for pending deliveries of goods, without affecting any other legal rights of the Supplier.

4. Delivery time
4.1. The delivery time shall be kept if the subject of purchase left the Supplier's plant at the agreed time or was handed over to the carrier for transport within the determined time.
4.2. Should the delivery time not be kept due to a strike or other circumstances for which the Supplier is not liable, such as shortage of materials or energy, incorrect or late delivery in spite of careful selection of contractors, or if delayed delivery could not have been prevented by taking adequate care and making reasonable efforts, the delivery time may be extended by the time for which such obstacles in delivery continued. If the Buyer proves reliably that such extension of the delivery time is not acceptable for the Buyer, the Buyer shall be entitled to terminate the Purchase Contract to the extent corresponding to the unfulfilled part. As regards other matters, the legal rights of both parties shall not be affected.
4.3. The right to claim damage incurred due to delay, whether under the Contract or under law, shall be excluded if the damage exceeds 5% of the value of the undelivered goods. This provision does not apply if a legal regulation may be applied in case of intentional damage or gross negligence.

5. Shipment, insurance and transfer of the risk of damage
5.1. Unless agreed otherwise, the method of delivery and the transport route are determined by the Supplier.
5.2. The risk of damage shall be transferred to the Buyer upon the handover of the goods to the first domestic carrier.

6. Duty to notify defects of goods and damage caused by transport
Any visual defects of goods (and damage caused by transport if the Supplier's own transport means are used), incorrect deliveries and differences in the delivered quantity must be notified to the Supplier immediately in writing, no later than within 14 days after the delivery of the goods. If a method of transport different from the Supplier's own transport means is used, the Buyer shall claim damages from the carrier accordingly.

7. Retention of title
7.1. The delivered goods shall remain in the Supplier's ownership until the full purchase price has been paid.
7.2. Should any goods be processed to which the reservation of title pursuant to Section 135 b., Subsection 2 of the Civil Code applies, the title to the newly created items shall pass to the Supplier.

8. Warranty and liability for defects
8.1. The Supplier undertakes to remedy any material or production defects by improvement free of charge, by the delivery of defect-free goods, or by a discount from the purchase price, at its discretion.
8.2. The warranty period is 24 months from the date when the risk of damage passed to the Buyer.
8.3. Any discovered defects must be notified to the Supplier in writing without delay, and simultaneously, actions must be taken to minimize any damage incurred.
8.4. The Supplier shall not be liable for any defects of goods caused by natural wear and tear or unprofessional handling.Alike, the Supplier shall not be liable for any non-professional repairs or modifications of goods by the Buyer or a third party.

9. Impossibility of performance
As opposed to the provisions of Section 575, Subsection 2 of the Civil Code and Section 352, Subsection 1 of the Commercial Code, performance is deemed to be impossible if difficult conditions must be overcome, higher costs must be spent, or performance may only be provided with the aid of a third party.

10. Guarantee and right to compensation for damage
The guarantee for the delivered goods is provided by the Supplier solely to the extent as determined in these delivery terms. Any claims not defined expressly in these terms and conditions shall not be acceptable. This applies primarily to the exercise of the right to claim damages from the Supplier and its employees and workers who are involved in the execution of the sale under the Supplier's authorization.

11. Place of performance, retention of data
11.1. The place of performance of the Purchase Contract is deemed to be the place where goods are handed over to the first carrier. For the execution of payments, the place of performance is the registered office of the creditor as given in the invoice.
11.2. The Supplier shall be entitled to process and retain data related to the execution of sales, obtained from the Buyer or a third party.

12. Changes in the terms and conditions
Should any of the provisions of these sales conditions become ineffective, the Supplier shall be entitled to complete this provision adequately, or to substitute it with a new one, and this change shall also apply to the existing Purchase Contract. The new provisions should be as close to the substituted provisions as possible with respect to the legal and business requirements.

13. Governing law, arbitration clause
Any and all disputes arising from these General Sales Conditions and related contractual relations and regarding their breach, cancellation or ineffectiveness shall be decided definitively by the Arbitration Court at the Chamber of Commerce of Slovakia, pursuant to its arbitration rules. The governing law shall be the law of Slovakia.

Important information
Pursuant to the provision of Item 6, we recommend checking the delivered goods for defects immediately after receiving them, and filing any complaint on the goods within the determined periods, including the number and date of the delivery note.