Standard Terms of BusinessLessmüller Lasertechnik GmbH
1.

GENERALAll deliveries, services and quotations by Lessmüller Lasertechnik GmbH,(hereinafter “LLT”) shall be provided exclusively on the basis of these Standard
Terms of Business (hereinafter “STB”). They shall thus also apply to all futurebusiness relationships, even if they are not expressly agreed again.
Standard terms of business of the contract partner (hereinafter the Customer)that are in conflict with these STB are hereby expressly contest ed. Departuresfrom these STB and from LLT’s quotations or price lists shall also require aseparate written agreement.

2.

ELEMENTS OF THE CONTRACT

2.1

Unless agreed otherwise, the contents of the contract with the Customer shall bederived from the following elements of the contract:
2.1.1 The Customer’s order
2.1.2 The price conditions
2.1.3 Specification of performance (description of service)
2.1.4 Warranty conditions
2.1.5 LLT’s STB
The elements of the contract shall supplement each other. In the event ofcontradictions, the element first mentioned in Sec. 2.1 shall take priority.

3.

CONCLUSION OF THE CONTRACT

3.1

The contract is concluded by an order from the Customer and the acceptance ofthe order by LLT. The Customer can place the order with LLT in writing orelectronically, provided that this is available for certain products.
LLT’s acceptance of the order shall be in writing or electronically, provided that
this is available for certain products. Computer-assisted order confirmation byLLT shall not require a signature.
LLT shall be entitled to refuse the conclusion of a contract as desired by theCustomer through its order; refusal shall in particular be possible in the event of
the Customer’s lack of creditworthiness or in the case of risk transactions.
LLT shall be entitled to subject the acceptance of an order to the provision ofsecurity or of an advance payment (e.g. deposit, payment on account, bankguarantee, ...)
LLT shall also be entitled to refuse the agreed service or del ivery at any timeafter acceptance of the order if the Customer is in payment default or if LLTbecomes aware of circumstances concerning the Customer’s economic situationthat suggest to LLT that its claims are not or are insufficiently secured.

3.23.3

3.4

3.5

4.

PRICES
The prices shall be net prices ex LLT site at Gollierstrasse 12, D -80339
München. The prices as correspond to the last quotation sent by LLT shallapply. LLT’s quotations, irrespective of how made, shall always be withoutobligation and revocable for LLT. The prices shall include the costs of transport
packaging. Other costs such as the costs for special packaging, additional costs
for individual shipments, freight etc. shall be borne entirely by the Customer.
The Customer shall also bear any customs dues, value added taxes, borderlevies etc., even if the contract for the transportation is concluded by LLT in thespecific case.

5.

PAYMENTS

5.1

The agreed prices shall always be deemed to be exclusive of value added tax,
ex LLT site in D-80339 München. All payments shall be by bank transfer or, ifavailable for specific products, by credit card, and shall be free of charges forLLT. Unless expressly agreed otherwise in writing, payments shall be due sevendays after the date of invoice. The Customer shall not be entitled to offsetcounter claims or assert rights of retention unless such counter claims havebeen determined with final legal effect or have been expressly acknowledged byLLT.
Payments can only release the Customer from the debt if they are made to LLT’sbank account.
Payments shall always first be applied to the costs (reminder costs, litigationcosts, etc.), then to the interest and finally to the principal, namely to the oldest
debt outstanding at the time. Specifications to the contrary by t he Customer

5.2
5.3

Page 1 of 4

5.4

5.5

6.

shall be null and void. If payment by instalments is agreed, the failure to payeven only one instalment shall render the entire outstanding amount payable.
Cheques and bills shall only be accepted by special agreement and shall only bein lieu of payment and not as payment. Cheques and bills shall only be deemed
to be payment once they have been finally and irrevocably honoured, namely tothe amount credited to LLT by the bank. LLT shall be entitled to refuse offers ofpayment by cheque or bill without stating reasons.
If a payment deadline is not met, the Customer shall be in default without there
being any need for a separate notification by LLT. In such event, LLT shall beentitled at any time to set aside all the agreed payment deadlines -- including for
any ongoing accepted bills -- and to call the debt in immediately.
Unless expressly agreed otherwise in writing, the Customer shall in the event ofpayment default pay default interest on the amount due at the rate of 8
percentage points above the base rate of interest, but at least 12% per annum.
The extrajudicial reminder and collection costs including the consultation of legal
counsel or a collection agency shall also be borne by the Customer.

DELIVERY DATE; ACCEPTANCE DEFAULT

6.1
6.2

Delivery dates or deadlines shall be in writing.
The agreed delivery period shall commence on the date of the written electronic
confirmation of order by LLT. If such is not sent, it shall then commence on theday on which LLT accepts the order. Compliance with the deadline by LLT shallrequire the clarification of all commercial and technical issues between LLT andthe Customer, and compliance by the Customer with all the obligations imposedon it such as the provision of the necessary official confirmations or approvals or
the making of a payment on account. If this has not been done, the delivery
period shall be prolonged accordingly. This shall not apply it LLT is responsible
for the delay.
6.3 The delivery period shall in any event be suspended until clarification of all
execution details or, in the case of finishing measures to be effected by LLT,
until receipt of the fault-free initial material.
6.4 The delivery period shall be deemed to be complied with if the notification ofreadiness for shipment is sent on time. Goods ready for shipment must becollected immediately. If the goods are not dispatched in good time without LLTbeing at fault, the delivery times shall be deemed to be complied with upon
notification of readiness for dispatch. If acceptance is to be carried out, the dateof acceptance shall be decisive except in the event of a justified refusal ofacceptance.
6.5 Delivery periods and delivery dates shall always be without obligation due topossible bottlenecks in production capacity or at suppliers.
6.6 LLT shall be entitled to effect partial and advance deliveries. A declaration ofwithdrawal by the Customer that is justified and follows the setting of a grace
period shall be without effect for the partial and advance deliveries alreadymade.
6.7 If dispatch or acceptance of the subject matter of delivery is delayed for reasons
for which the Customer is responsible, it shall be charged the costs incurred asa result of the delay, starting from the notification of readiness for dispatch oracceptance.
6.8 Unforeseen obstacles such as force majeure, industrial dispute or other events
that lie outside the scope of influence of LLT or its sub-suppliers and that render
the timely execution of the accepted contract impossible shall entitled LLT, tothe exclusion of claims for damages (including for consequential losses) by theCustomer, to withdraw in whole or in part from the contract or to postpone thedelivery by the period of the obstacle together with a reasonable start -up time.
LLT shall notify the Customer of the start and end of such circumstances.
6.9 In the event of delivery default, the purchaser can, within the limits of thestatutory regulations, also withdraw from the contract following the setting andfruitless expiry of a reasonable grace period.
6.10 If the purchaser is in acceptance default or if it infringes obligations tocooperate, LLT shall be entitled to demand compensation for the losses incurred
by LLT, including any additional expenditure. In such event, the risk ofaccidental loss or accidental deterioration of the subject matter of the purchaseshall also transfer to the purchaser at the time at which the latter defaults.

7.

PLACE OF PERFORMANCE AND TRANSFER OF RISK

7.1

Place of performance for all deliveries shall be the LLT production plant at D80339 München (ex-works pursuant to Incoterms 2000).
Upon delivery to the forwarding agent or carrier, the risk of accidental loss andaccidental deterioration shall transfer to the Customer. This shall also appl y topart deliveries. The “ex-works” clause in Incoterms 2000 shall apply.

7.2

Page 2 of 4

7.3

In the event of delivery or acceptance delays due to circumstances for which theCustomer is responsible, all risks including that of accidental loss shall transferto the Customer at the time of the sending by LLT of the notification of readinessfor dispatch or acceptance. At the Customer's request, deliveries shall be
insured in the Customer's name and for its account.

8.

DELIVERIES TO THIRD PARTIES
If within the framework of an order placed by the Customer, the latter requests
the order in question or parts thereof to be delivered and invoiced to third
parties (e.g. Customer’s subsidiaries, marketing partners, etc), the Customer
shall be liable jointly and severally as contracting partner alongside the third
party. Similarly, LLT shall be entitled to charge separately any additional costs
for packaging and transport.

9.

WARRANTY

9.1

In the event of a complaint, the Customer shall be obliged to store the contested
delivered product appropriately and to keep it available until clarification of thematter. A return shipment of the contested delivered product at the Customer's
expense and risk can only be carried out following consultation with LLT. If acomplaint is justified, the costs shall be refunded by LLT.
9.2 LLT shall be entitled to obtain release from all and any claims to a reasonablereduction of the price by remedying the defective product or by making goodwhat is missing within a reasonable period and in a manner that the Customer
can reasonably be expected to accept. Defects in one part of the shipment(contract) shall not entitle the Customer to contest the shipment as a whole.
9.3 LLT shall not be liable for defects or the absence of assured qualities if thecause of such is to be found in the material supplied by the purchaser to LLT.
Similarly, claims for damages of any kind shall be excluded to the extent thatand whenever original parts are not used by LLT.
9.4 Obvious and concealed defects shall be notified to LLT immediately in writing. If
the Customer fails to make notification, the goods shall be deemed to be
accepted and the Customer shall lose any warranty rights. The warranty period
shall, even in the event of concealed defects, terminate at the start of wor king orprocessing. For all kinds of deliveries, claims based on defects, irrespective ofthe legal basis on which they are founded (in particular warranty, claims fordamages, special rights of recourse) shall expire at the latest, however, threemonths after receipt of the goods. The statutory assumption of defectiveness inSec. 924 sentence 2 and 3 of the General Civil Code shall not apply.
9.5. Claims of the Purchaser for expenses incurred for the purpose of subsequent
performance, in particular transport, travel, labor and material costs, including
any costs of dismantling and installation, shall be excluded.
9.3 The remedying of the defect shall not lead to an extension of the original
warranty period.

10. RESERVATION OF TITLE
10.1 All deliveries shall remain LLT’s property (goods subject reservation of title) until
complete payment of all receivables including interest and costs based on thebusiness relationship between the Customer and LLT. The Customer's claims
resulting from the resale of the good subject to reservation of title are hereby
assigned to LLT up to the amount of the purchase price debt to which LLT isentitled together with interest and costs in lieu of payment. The Customer shallenter this assignment in its books in a manner that satisf ies all legal
requirements, but shall remain entitled to collect the receivables unless it is indefault as against LLT. LLT shall be entitled to notify the Customer's purchasersof the assignment. The Customer shall deliver to LLT all documents andinformation necessary for the assertion of LLT’s rights. If such an assigned
invoice amount is received by a third party, the Customer shall be entitled todemand repayment of this amount from the third party and to deliver it to LLT. In
the event of access by third parties to an item subject reservation of title, theCustomer shall point out that such is the property of LLT and shall notify LLT
immediately. The pledging or assignment as collateral of the goods supplied by
LLT or an assignment of the receivables resulting from the resale of these goods
shall not be permitted.
10.2 It is agreed that LLT shall acquire a contractual lien to the material madeavailable by the Customer for processing or working and which as a result
comes into the direct or indirect possession of LLT. This lien shall apply to all
LLT’s claims against the Customer. The lien shall also extend to future andconditional receivables and shall expire as soon as the material leaves the direct
or indirect possession of LLT through the latter's activity. The realisation of thelien shall be subject to the statutory regulations, subject to the condition that thePage 3 of 4

value of the lien shall be determined with binding effect by an expert to bedetermined by LLT.
10.3 In the event that LLT’s goods are processed, combined or mixed with othermaterial, LLT shall acquire joint ownership to the resulting product in proportion
to the ratio between the value of LLT’s goods and that of the other material. Thereservation of title shall extend to the new product. In such event, the Customer
shall be deemed to be the custodian. The receivables resulting from the sale ofgoods to which LLT holds title rights are hereby assigned by the Customer,
where appropriate to the amount of LLT’s joint ownership share, to LLT as
security and the Customer shall enter this assignment in its books in a mannerthat satisfies judicial practice.

11. CLAIMS FOR DAMAGES
11.1 The Customer's claims for damages based on whatever legal title, in particularon the grounds of production failures, down times, delay, impossibility ofperformance, breach of positive obligation, culpa in contrahendo, consequential
losses resulting from defects, defects or tort shall be excluded unless theCustomer can prove that LLT was at least grossly negligent in the causation of
the damage. LLT shall not be liable for third parties or for consequential losses.
11.2 LLT products are not suitable for use as medical devices. LLT assumes noliability for any damages that might arise as a result of the use of the prod ucts inthe medical sector.
11.3 If LLT products are explicitly intended for the production or processing of
medical products, the customer is responsible for the process in short and long term. LLT assumes noliability for such long-term damage or for any damage that arises as a result of a
fault in the products.

12. MISCELLANEOUS
12.1 All initial material supplied by the Customer or on its instructions to LLT forworking, processing or finishing shall be provided in accordance with Incoterms
2000 DDP Munich (carriage paid LLT, tax and customs paid).
12.2 In the event of the delivery or sale to third parties of the goods supplied by LLT,
the Customer shall be obliged to inform the purchaser about the proper use or
handling of the goods.
12.3 The Customer shall not be entitled to use the company name or a part of thecompany name of LLT or any other reference to the company name of LLT on its
products, announcements, advertising and business material etc. without theexpress written authorisation of LLT.
12.4 The Customer shall on no account be entitled to assign to third parties any claimto which the Customer is entitled against LLT.
12.5 Each order and contract and these STB shall be subject exclusively to German
law to the exclusion of the UN Law on the Sale of Goods and to the exclusion of
the reference rules of German international private law. In the event of disputes,
the Customer and LLT accept the exclusive local jurisdiction of the courts
competent for such cases in Munich, and waive any other ordinary legal venue.
12.6 Any additional agreements or information and complaints shall be made inwriting and can only duly be accepted by LLT if they are sent to Lessmüller
Lasertechnik GmbH, Gollierstrasse 12, 80339 München, Germany. This alone
shall be deemed to be the address for service for LLT with a corresponding legaleffect.
12.7 The above provisions shall also apply to deliveries and services other than thegoods pursuant to the contract.
12.8 LLT’s previous Standard Terms of Sale and Delivery are hereby repealed.
12.9 These standard terms of business are also available in German.
Lessmüller Lasertechnik GmbH
Gollierstraße 12, D-80339 München
Geschäftsführer: Eckhard Lessmüller,Richard Steinbrecht, Dr. Christian
Truckenbrodt
Telefon: +49 (0)89 / 360 90 48 – 0
Telefax: +49 (0)89 / 360 90 48 – 29
Email: info@lessmueller.deHandelsregister: HRB 92097
Bankverbindung: HypoVereinsbank
BLZ: 700 202 70 Konto: 33 528 400
IBAN: DE 80700202700033528400
SWIFT: HYVEDEMMXXX
USt-IdNr.: DE 129402336
Website: www.lessmueller.de

Effective as of January 1st, 2023

Page 4 of 4