General Terms and Conditions for Maintenance Contracts
1.

Scope

1.1

These general terms and conditions for maintenancecontracts (hereinafter "General Terms and Conditions")
shall apply exclusively to all maintenance and services(hereinafter “Services”) undertaken by a company of theZEISS Group (hereinafter “ZEISS”) on devices whose
manufacturer ZEISS is (hereinafter "Devices"), unlessexpressly agreed otherwise.

1.2

The general terms and conditions of sale of ZEISS(available under legal notices and general terms andconditions (Legal Notice (zeiss.com)) shall apply to thedelivery of materials and parts required for the Service, inparticular spare and wear parts, unless expressly agreed
otherwise.

1.3

1.4

1.5

It is a precondition for the provision of Service that theDevice is in a condition according to ZEISS’ specifications.
A Device that has not been maintained regularly by ZEISSsince its first commission or for which maintenance by
ZEISS has been interrupted for more than one
maintenance interval, ZEISS reserves the right to carry out
an initial inspection at customer’s expense and to restore
the Device to a condition according to ZEISS’
specifications. Any work required for such initial inspection
and to ensure that the Device conforms to ZEISS’
specifications shall be paid by customer at the respective
applicable prices.

3.

Services not included

3.1

The following actions are not "Services" within the meaningof these General Terms and Conditions and shall be
provided by ZEISS only on the basis of a separate orderand against separate remuneration:

The general terms and conditions for repair contracts of
ZEISS (available under legal notices and general terms
and conditions (Legal Notice (zeiss.com)) shall apply to theperformance of repair on Devices by ZEISS, unlessexpressly agreed otherwise.

a) repairs and troubleshooting, in particular the rectificationof impairments and damage, andb) the replacement of parts necessary due to external
influences, such as improper handling or other actions oromissions by the customer or third parties, as well as byother circumstances beyond ZEISS' control, including
force majeure (in particular fire, earthquake, flood, etc.);
andGeneral terms and conditions of the customer
contradicting or supplementing these General Terms andConditions shall only apply to the extent that ZEISS has
expressly agreed to them in writing. Without such express
agreement, ZEISS' performance of Services shall in any
case be provided exclusively based on these General
Terms and Conditions, even if ZEISS is aware ofcustomer's general terms and conditions and executes
customer's order without their express rejection.

c) work necessary due to repairs or modifications carriedout by third parties without ZEISS' prior written consent;andTo the extend special conditions, framework agreements
or other individual contractual agreements on theperformance of Services have been agreed for individual
Devices or Device groups (hereinafter "Special
Agreements"), the Special Agreements shall takeprecedence over these General Terms and Conditions.

2.

Scope, place of performance, initial inspection

2.1

Details of the service obligation assumed by ZEISS as a"Service" are primarily defined in the respective service
description. Special Agreements or the service description
shall define the Devices covered by the Service.

2.2"Services" hereunder means preventive and control
measures excluding repairs. For example, the following
performance obligations may be assumed as a Service:
Inspection, verification, calibration and maintenance of themain functions of the Device as well as retrofitting,functional tests, cleaning and care work, accuracy tests
and adjustments.

2.3

2.9

The details of the type and scope of the possible Services
are primarily defined in the respective valid work plansissued by ZEISS for the Device subject to the Service.

d) work necessary due to connection of the Device to otherequipment not supplied by ZEISS; ande) work necessary due to the Device being operated underconditions (e.g. mains fluctuations, contamination) or using
accessories or equipment-specific consumables that do
not comply with ZEISS' specifications; and(f) rectification of minor wear and tear or the replacementof equipment-specific consumables, unless such work can
be carried out without significant expenditure of time,labour and materials as part of the Services; andg) additional costs and work caused by relocation of theDevice.
3.2

ZEISS will assume the actions referred to in section 3.1
only against separate remuneration on the basis of aseparate agreement, provided that the nature of theService to be performed and the further deployment
schedule of the service personnel permits it.

4.

Service Personnel

4.1

ZEISS will have the Services performed by trained system
or Device specialists.

2.4

ZEISS will provide test equipment and special tools
required to perform the Services.

4.2

2.5

Materials and parts required for the Service, including but
not limited to cleaning and care products, wear and spareparts, shall be paid separately.

ZEISS shall be entitled to subcontract the Service to third
parties.

5.

Maintenance Times

5.1

ZEISS shall perform the Services on the Device at theagreed intervals. The maintenance intervals are primarily
defined in the service description unless they are specified
otherwise in Special Conditions.

5.2

ZEISS will agree a date with the customer for the
performance of the Services. If ZEISS or customer fail tomeet the agreed date through no fault of its own as a resultof unforeseen events beyond its control (e.g. operational
disruptions, illness, labor dispute), ZEISS and customer
shall agree on a reasonable new date.

5.3

ZEISS shall perform the Services on working days during
normal working hours. If the customer requests
performance at other times, an overtime surcharge shall be
paid. Customer shall obtain any official permits that may berequired for this; ZEISS will assume that they have been
granted.

2.6

To the extent possible and reasonable, ZEISS shall beentitled to use remanufactured less expensive
replacement parts instead of new spare parts.

2.7

If ZEISS takes possession of replaced parts with thecustomer's consent, ownership of the replaced parts shallpass to ZEISS.

2.8

Unless expressly agreed otherwise, ZEISS performs theServices at the location where the Device was located at
the time of contract formation. If customer changes thelocation of the Device, customer shall inform ZEISS of therelocation in writing at least 60 days in advance. Customer
shall only be entitled to demand performance of theServices at the new location if ZEISS has consented to therelocation in advance. ZEISS shall be entitled to make thegranting of consent dependent on a reasonable adjustmentof the contract, in particular the remuneration, or to refuse
consent for justified reasons.

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6.

Remuneration

6.1

As remuneration for the Services, ZEISS shall charge thecustomer, depending on the type of Special Agreement
reached, eitherb) suitable auxiliary personnel to operate the Device and tosupport the service personnel, as well as any auxiliary
equipment that may be required.
7.3

Customer shall notify the service personnel of any special
safety or works regulations existing at the customer's
premises which the service personnel must observe whencarrying out the Service and explain them in detail before
the Service begins. ZEISS shall be entitled to additional
remuneration according to time and effort insofar as thisrequires significant time.

7.4

Customer shall provide to ZEISS' service personnel andsubcontracted third parties all requested information about
the Device to be maintained and the associateddocuments.

7.5

Customer shall inform ZEISS' service personnel andsubcontracted third parties without being asked to about
any special features and problems relating to the Device tobe repaired.

8.

Liability for defects (warranty)

8.1

ZEISS shall not warrant that the Device will function
without interruption or malfunction after performance of theServices.

8.2

ZEISS shall only assume warranty in accordance with thestatutory provisions. The statutory provisions shall apply tothe customer's rights in the event of a material defect ordefect of title, unless otherwise expressly agreed in theSpecial Conditions or hereinafter.

8.3

If ZEISS does not comply with the statutory obligation ofcure or does not comply with it in time, customer shall set
a reasonable grace period. If ZEISS fails to cure the defectwithin such reasonable grace period set, customer has theright to demand a reduction of the remuneration or torescind from the contract. The same shall apply if cure fails.

8.4

If customer asserts warranty rights, it shall notify ZEISS of
any defects immediately after discovery and shall doeverything to minimize any damage caused by such defect.

8.5

The limitation period for claims arising from defects is one
year for entrepreneurs (as defined by § 14 German Civil
Code) and two years for consumers (as defined by § 13
German Civil Code). However, in cases of section 9.6 aswell as in case of liability for damages based on intent or
gross negligence, the limitation period shall be governed
exclusively by the statutory provisions.

8.6

Rectifications and replacement deliveries by ZEISS basedon a notification of defects by the customer are carried out
without prejudice and only lead to a new start of thelimitation period if ZEISS expressly declares an
acknowledgement.

8.7

ZEISS shall bear or reimburse the expenses necessary forthe purpose of inspection and cure, in particular transport,
travel, labor and material costs and, if applicable, removal
and installation costs, in accordance with the statutory
provisions and these Terms and Conditions, if a defectactually exists. Otherwise, ZEISS may demand
reimbursement from the customer of the costs incurred asa result of the unjustified request to remedy the defect if
the customer knew or was negligent in not knowing that
there was actually no defect.

a) a flat rate per service call or for a certain period of timein the respective agreed amount orb) remuneration according to actual expenditure andmaterial consumption in accordance with the respective
valid prices and costs.
6.2

6.3

6.4

6.5

Unless expressly agreed otherwise, the flat rate shall
include all labour costs incurred for the performance of theagreed scope of Services, travel costs and travel
expenses. Excluded and to be paid separately shall be thestatutory value added tax and, if applicable, other statutory
charges as well as labour, travel or material and parts costs
incurred outside the agreed scope of Services. If ZEISS
provides Services abroad, customer shall additionallyreimburse ZEISS for all foreign taxes and duties incurred
by ZEISS in relation to the Services.
If through no fault of ZEISS waiting times occur at the placeof performance, customer shall pay these waiting times athourly rate for the service personnel. Customer shall also
bear any additional costs incurred if ZEISS fails to perform
or complete Services during the agreed date provided
customer is responsible for such failure.
Customer shall be in default of payment upon expiry of theaforementioned payment deadline. During default, ZEISSis entitled to demand default interest at the applicablestatutory default interest rate (§§ 288, 247 German Civil
Code), whereby ZEISS reserves the right to claim further
damages. In case of a merchant, ZEISS reserves the rightto claim interest as of the due date (§ 353 German
Commercial Code).
ZEISS reserves the right to adjust the remuneration to be
paid at its reasonable discretion in accordance with thedevelopment of the costs decisive for the price calculation.
A price increase shall be considered, and a price reduction
shall be made if, for example, the costs for travel, expenses
or the procurement of the materials or parts required toperform the Services increase or decrease or in case otherchanges in the legal framework conditions lead to achanged cost situation (e.g. due to statutory social costs or
charges). Cost increases regarding a price component
shall be offset against cost reductions regarding the sameor other price components. ZEISS shall exercise its
reasonable discretion in such a way that cost reductions
have the same effect on prices as cost increases.
Customer shall be notified in writing of any adjustment of
remuneration no later than 6 weeks before the change
applies. Customer shall then be entitled to terminate thecontract with effect at the time the change applies within 4
weeks of receipt of the notification.

6.6

Customer may only offset such claims that are undisputedor have been finally legally established at court of law
without possibility to appeal or that are reciprocally linked
to the main claim (e.g. claims of the Customer due todefects in performance).

6.7

An entrepreneur (as defined by § 14 German Civil Code)may only withhold its counter-performance if such counterperformance is undisputed or has been finally legally
established at court of law without possibility to appeal.

9.

Limitation of Liability

7.

Duties of cooperation

9.1

7.1

Customer is obliged to make the Device available to ZEISS
or subcontracted third parties for the performance of theService at the agreed date and shall ensure that the repair
personnel have free and unimpeded access.

7.2

For the duration of the Services, customer shall provide thefollowing free of charge:

If customer is unable to contractually use the maintained
Device due to ZEISS' fault as a result of the omission or
improper performance of suggestions and advice given
before or after the conclusion of the contract or through the
infringement of other ancillary contractual obligations, theprovisions of section 8 and section 9.2 to 9.7 shall apply
mutatis mutandis under exclusion of any further claims ofthe customer.

9.2

Subject to the statutory liability requirements, ZEISS shall
only be liable without limitation for damages andreimbursement of expenses, irrespective of the legal
grounds, in the event of intent or gross negligence.

a) work equipment which must be present at therespective Device in accordance with the relevant accident
prevention regulations, except for special tools andmeasuring instruments; andVersion 2023

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General Terms and Conditions for Maintenance Contracts
9.3

However, in the event of a slightly negligent breach of an
essential contractual obligation, i.e. a contractual
obligation whose breach jeopardizes the proper
performance of the contract and the achievement of the
purpose of the contract, ZEISS' liability shall be limited tothe amount of the damage typical for the contract andforeseeable at the time of conclusion of the contract.

9.4

In all other respects ZEISS' liability is excluded. The
distribution of the burden of proof remains unaffected.

9.5

The exclusions and limitations of liability contained in
sections 9.1 to 9.4 also apply if a person for whom ZEISS
is responsible breaches a duty.

9.6

The exclusions and limitations of liability contained in
sections 9.1 to 9.5 do not apply if ZEISS has fraudulently
concealed the defect, or if ZEISS has given a guarantee of
quality within the meaning of § 444 of the German Civil
Code (declaration by ZEISS that the object of purchasehas a certain quality at the time of the transfer of risk andthat ZEISS intends to be responsible for all consequencesof its absence irrespective of fault), or for damage resulting
from injury to life, body or health, as well as in the case of
mandatory liability under the laws on product liability.

9.7

10.

The unlimited liability under sections 9.2 and 9.6 shallprevail over any limitation or exclusion of liability withinthese General Terms and Conditions, even if no express
reference is made to the priority of sections 9.2 and 9.6.
Force majeure
ZEISS shall not be liable for impossibility of Service or fordelays in Service insofar as these are caused by force
majeure or other events that were not foreseeable at thetime the contract was concluded (e.g. operational
disruptions of any kind, difficulties in the procurement ofmaterials or energy, transport delays, strikes, lawful
lockouts, shortages of labor, energy or raw materials,
difficulties in obtaining necessary official permits,
pandemics or epidemics, official measures or the failure of
suppliers to deliver, to deliver correctly or to deliver on time
despite a congruent hedging transaction concluded by the
ZEISS) for which ZEISS is not responsible. Insofar as such
events make it substantially more difficult or impossible for
ZEISS to provide the repair and the hindrance is not onlyof temporary duration, ZEISS shall be entitled to rescindfrom the contract. In the event of hindrances of temporary
duration, deadlines shall be postponed by the period of thehindrance plus a reasonable start-up period. Insofar as thecustomer cannot reasonably be expected to accept the
repair as a result of the delay, customer may rescind fromthe contract by means of an immediate written declaration
to ZEISS.

11.

11.6 Any sale of a Device by customer to a third party shall notaffect the Term. If customer transfers a Device subject toService to a third party, customer's obligation to pay ZEISS
shall remain in force unless the third party enters into therespective contract with ZEISS' consent.
12.

Final Provisions

12.1 ZEISS is entitled to process personal data of the customer
and to transmit it to affiliated companies of the ZEISSGroup, provided that this is necessary for the performanceof the contract or data subjects have consented. Any data
subject is entitled to request information regarding thecontent and use of the personal 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 in accordance with the applicable dataprotection laws and regulations. ZEISS and customer shallcomply with the applicable data protection regulations, inparticular the European General Data Protection
Regulation (GDPR) as well as additional contractual
requirements pursuant to Art. 28 (3) of the GDPR.
12.2 A written contract or written confirmation shall be decisive
for the proof of existence and content of subsequent
agreements, amendments, and supplements. The
possibility to proof to the contrary remains unaffected.
12.3 If the customer is a merchant, a legal entity under publiclaw or a special fund under public law, the place ofjurisdiction shall be the registered office of the company of
the ZEISS Group using these General Terms andConditions. ZEISS is nevertheless entitled to assert claims
against the customer at the place of jurisdiction responsible
for the customer's registered office.
12.4 German law shall apply under exclusion of the international
conflict of laws provisions thereof and under exclusion of
the United Nations Convention on Contracts for theInternational Sale of Goods (CISG).
12.5 Notice pursuant to § 36 German Consumer Dispute
Resolution Act: (Verbraucherstreitbeilegungsgesetz or
VSGB): ZEISS will not participate in any dispute resolution
proceedings before a consumer arbitration board within themeaning of the VSBG and is not obliged to do so.

Term

11.1 Services shall be provided for the period agreed in theSpecial Conditions (hereinafter "Term").
11.2 Services may be terminated in writing before the end of the
Term with respect to individual Devices or as a whole byeither party with three months' notice to the end of acalendar year, however, not before the end of the calendar
year following the year in which the contract was concluded(hereinafter “Minimum Term”).
11.3 Notwithstanding the Minimum Term, Services may beterminated before the end of the Term with immediate
effect with respect to individual Devices or as a whole if a
Device is permanently taken out of operation. The time oftermination shall be determined by ZEISS' receipt of thewritten notice of termination.
11.4 Notwithstanding the Minimum Term, ZEISS shall further be
entitled to terminate the Services at any time before theend of the Term with immediate effect if a) customer ismore than thirty (30) days in default with a payment, or b)
the Device has been repaired or maintained by third parties
without ZEISS' prior consent, or c) Service is impeded byconfiguration changes not approved by ZEISS, or d) the
Device-specific environmental conditions no longer comply
with the installation guidelines.
11.5 Notice of termination must be given in writing.

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