General Terms and Conditions for Repair Contracts

1.

Scope of application
These General Terms and Conditions shall apply
exclusively to repair works undertaken by ZEISS, except
where other agreements have been explicitly made. Any
general terms and conditions of the customer which areinconsistent with or supplement the General Terms andConditions set forth herein shall only apply to the extent
that ZEISS has expressly consented to them in writing.
Without such consent, repairs by ZEISS shall in any casebe based on the General Terms and Conditions even if thecustomer has referred to its own general terms andconditions.

2.

Scope of work

2.1

ZEISS will undertake the professional execution of therepair work assigned in relation to equipment that ZEISS
has manufactured. Unless a different scope of work has
been agreed upon in writing, the repair work comprises theperformance of those
repair works to restore thefunctionality of the equipment which are recognizable toZEISS as necessary by the information provided by thecustomer, by testing the equipment in question and in thecourse of the repair work.

2.2

ZEISS shall be entitled to engage third parties to carry out
repair work.

2.3

The performance of preventive actions to prevent afunctional failure (including but not limited to preventivemaintenance and inspection) are not part of the scope ofwork and are only provided by ZEISS based on a separate
order and against separate remuneration.

3.

Remuneration

3.1

ZEISS’ remuneration for the repair work is calculated inaccordance with sections 3.2 to 3. on basis of the individual
scope of work performed. ZEISS’ rates applicable at thetime of the repair will be charged.

3.2

The working time will be rounded up to the next full hourand charged per hour at the applicable rates for the ZEISS
equipment service in accordance with the relevant class ofequipment plus setup time and traveling time. Waitingtimes incurred by ZEISS shall also be deemed as working
time.

3.3

Any material required will be invoiced separately. If during
the repair work ZEISS uses small parts such as screws,
washers etc., ZEISS shall be entitled to charge a flat fee
for small parts to simplify invoicing.

3.4

Shipping costs (packaging, transport and insurance) shallbe borne by the customer. ZEISS may charge a flat fee forshipping costs and handling.

3.5

Value-added tax at the statutory rate will be charged on theprices quoted.

4.

Terms of payment

4.1

The invoices are due without any deductions as soon as
ZEISS has provided the repair work and issued an invoice.

4.2

Upon default of payment – or from the due date if thecustomer is a businessman within the meaning of theGerman Commercial Code (HGB) – ZEISS shall be entitledto demand default interest of 9 (for consumers 5)
percentage points above the base lending rate p.a.. ZEISS
reserves the right to claim a higher actual damage.

4.3

Customers may only offset against a counterclaim which is
uncontested or has been finally and non-appealably
established or is reciprocally linked to the main claim.

4.4

An entrepreneur within the meaning of § 14 of the German
Civil Code (BGB) may only withhold its counterperformance because of such counterclaims which areuncontested or have been finally and non-appealably
established.

4.5

ZEISS reserves the right to return repaired instruments
cash on delivery.

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5.

Cost estimates

5.1

The expected repair costs stated in the cost estimate areapproximate values estimated based on the information
the customer has provided and following the examinationof the equipment. ZEISS does not assume any liability forthe accuracy of the figures contained. If while repairing theequipment it becomes clear that more extensive repair
work is necessary, ZEISS shall be authorized to complete
the repair work without seeking confirmation from thecustomer, if the total repair costs do not exceed theapproximate value stated in the cost estimate by more than
15 %. Otherwise ZEISS will inform the customer thatZEISS expects the cost estimate to be exceeded and will
present a new cost estimate to the customer.

5.2

If on the basis of a cost estimate the customer decides not
to proceed with the performance or continuation of therepair work, ZEISS shall be entitled to charge for the costof preparing the cost estimate and for any services
performed up to that point.

6.

Repair times

6.1

ZEISS will start carrying out the repair work within areasonable period. Unless a binding deadline has explicitly
been agreed, dates for completion of which the customer
is notified are non-binding. ZEISS will carry out on-site
repairs within a reasonable period within the framework ofreasonable travel planning for ZEISS’ repair personnel.

6.2

If the fulfilment of the obligations of ZEISS is delayed or
impeded by circumstances beyond ZEISS’ responsibility,
including but not limited to force majeure, strikes, lockouts,
operational breakdown, scarcity of materials and energy,
incorrect or late delivery despite a careful choice ofsupplier, the period for carrying out repairs will be extended
by the duration of the hindrance. If a party provides
substantial evidence that it cannot reasonably accept suchan extension, such party is entitled to withdraw from thecontract, without the right to any claims for damages, in so
far as the contract has not yet been fulfilled. Any further
claims that the customer may assert are excluded.

6.3

If the customer proves to ZEISS that it has suffereddamages due to a delay in carrying out a repair work forwhich ZEISS is responsible due to slight negligence,ZEISS’ obligation to pay compensation, subject to thestatutory liability conditions, shall be limited to the amountof 1 % of the current taxable fiscal value of the equipment
per completed calendar week, but not exceeding 5 % of
the current taxable fiscal value of the equipment; Section
11.3 shall apply. Claims for damages in the case of intent
or gross negligence as well as the cases specified undersection 11.4 remain unaffected by the aforementioned
limitation of liability.

7.

Transport, insurance and passage of risk

7.1

Unless ZEISS receives instructions to the contrary, ZEISS
will choose the route and type of transportation for thereturn of repaired equipment. Transportation will becharged to the customer even if ZEISS uses its own meansof transport. The packaging required for transportation will
be charged to the customer at cost.

7.2

ZEISS will insure the goods at customer’s expense against
normal transportation risks from door to door. Thecustomer must notify the transport company, or, if ZEISS
uses its own means of transport, the customer must notifyZEISS immediately in writing of any transport damage.

7.3

The risk of accidental damages or accidental loss of therepaired equipment passes to the customer as soon as therepaired equipment has left ZEISS’ factory or has been
handed over to the transport company.

8.

Duties of the customer to co-operate

8.1

The customer shall provide ZEISS with the equipment tocarry out the repair work –in the case of on-site repairs, atthe agreed time– and shall inform the ZEISS’ repair
personnel without their solicitation of problems that haveoccurred and of peculiarities with regards to the equipment
to be repaired. The customer shall ensure that ZEISS’repair personnel has free and unimpeded access.

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General Terms and Conditions for Repair Contracts
8.2

According to the circumstances, the customer shall provide
electricity, water, compressed air and other supply
facilities, telephones, social rooms, a canteen, changing
and washing facilities and similar facilities for use by
ZEISS’ repair personnel free of charge and shall support
appropriately according to the circumstances to enableprompt performance of the repair.

8.3

Any special safety and plant regulations in force atcustomer’s premises that must be observed by ZEISS
during the repair works shall be notified by the customer to
ZEISS’ repair personnel, and if necessary, explained indetail to the ZEISS’ repair personnel before the repair
works begin. If any special instruction, or training or, if
applicable, examinations in connection with theabovementioned require a significant amount of time,ZEISS reserves the right to make an additional charge on
basis of time and expenditure.

9.

Acceptance

9.1After the repair work has been completed on site or after
the repaired equipment has been received by thecustomer, the customer shall be obliged to accept duly
performed repair work immediately. The customer may notrefuse acceptance on the grounds of minor defects which
do not affect the operation of the equipment.

9.2

If the customer does not state its refusal to accept therepaired equipment within 30 days after the repair works
ended on site or after the repaired equipment was received
by customer, the repair works shall be deemed to havebeen accepted.

10.

Warranty

10.1 Unless otherwise expressly stipulated hereinafter or in therepair contract, ZEISS warrants in accordance with thestatutory provisions for defective repair works, in particular
by remedying repair work free of charge and by repairing
or replacing defective material free of charge.
10.2 Subject to the statutory warranty conditions, warranty shall
only exist if the customer proves that ZEISS has carriedout a repair work in a defective manner; § 477 of theGerman Civil Code BGB shall remain unaffected within its
scope of application.
10.3 If ZEISS does not comply with the legal obligation for cureor does not comply in time or if the cure fails, the customer
has the right to demand a price reduction or rescission of
the repair contract.

11.2 Without prejudice to the statutory liability requirements,
ZEISS shall only be liable for damages and reimbursementof expenses regardless of the legal grounds in the event ofintent or gross negligence without limitation and in theevent of a slightly negligent breach of an essential
contractual obligation (a contractual obligation whosebreach endangers the proper execution of the contract andthe achievement of the purpose of the contract) limited tothe typical contractual damage foreseeable at the time ofconclusion of the contract.
11.3 The exclusions and limitations of liability in sections 11.1
and 11.2 shall also apply in the event of breaches ofobligations by persons whose fault ZEISS is responsiblefor.
11.4 The exclusions and limitations of liability in sections 11.1 to11.3 shall not apply in cases ZEISS fraudulently concealeda defect, or gave a guarantee of quality in the sense of§ 444 of the German Civil Code (BGB) (declaration byZEISS that the object of purchase has a certain
characteristic at the time of passing of risk and that ZEISS
will be liable for all consequences of its absence
irrespective of fault), or for damages based on injury to life,
body or health, or in the case of mandatory liability under
the laws on product liability.
11.5 In all other respects, the liability of ZEISS is excluded. The
statutory burden of proof remains unaffected.
12.

Final provisions

12.1 ZEISS shall be entitled to process personal data of thecustomer and to transfer personal data to affiliatedcompanies of the ZEISS Group to the extent this isnecessary for the execution of the contract or provided thatthe customer has acknowledged the processing andtransfer of personal data. Any data subject is entitled torequest information regarding the content and use of thepersonal data processed by ZEISS. Any request by a data
subject shall be addressed to the ZEISS Group company
using these Terms and Conditions and will be handled inaccordance with the applicable data protection laws andregulations.
12.2 A written contract or written confirmation is decisive for theexistence and content of alleged subsequent agreements,amendments and supplements. The possibility of proof tothe contrary remains unaffected.

10.4 If faults occur in a repaired equipment which are notcaused by defective repair, in particular faults due tonatural wear and tear, improper handling or other outside
influences, these are not covered by the warranty.

12.3 The place of jurisdiction, provided that the customer is abusinessman, a legal person under public law or a special
fund under public law, shall be the place of business of theZEISS Group company using these General Terms andConditions. However, ZEISS may also take legal action
against the customer at the customer’s place of business.

10.5 If the customer asserts warranty claims the customer must
notify ZEISS of defects immediately after they have been
discovered and do everything in the customer’s power tominimize any damage caused by a defect.

12.4 Notice according to § 36 of the German Consumer DisputeResolution Act: (Verbraucherstreitbeilegungsgesetz orVSGB): ZEISS will not take part in a dispute resolution
process in front of an alternative dispute resolution entity
according to VSBG and is not obliged to do so.

10.6 The limitation period for warranty claims is one year for
entrepreneurs within the meaning of § 14 of the German
Civil Code (BGB) and two years for consumers. However,claims for damages and reimbursement of expenses by thecustomer which are based on intent or gross negligence oron injury to life, body or health or on the laws of productliability shall be governed exclusively by the statutory
provisions.

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

10.7 If the examination of a notice of defect shows that the casedoes not fall under the warranty, ZEISS shall be entitled toinvoice the examination and execution of work at thecurrent prices.
11.

Liability for damages

11.1 If the customer is unable to use the repaired equipment inconformity with the contract through the fault of ZEISS as
a result of the omission or improper implementation ofsuggestions and advice given before or after theconclusion of the contract or through the infringement ofother additional contractual obligations the provisions ofsection 10 and section 11.2 to 11.5 will apply accordingly
to the exclusion of any further claims of the customer.

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