General Terms and Conditions for Repair Contracts
1.

Scope

1.1

These general terms and conditions for repair contracts(hereinafter "General Terms and Conditions") shall apply
exclusively to all repairs 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 for service contracts of
ZEISS (available under legal notices and general terms
and conditions (Legal Notice (zeiss.com)) shall apply to theperformance of maintenance and service on Devices by
ZEISS, unless expressly agreed otherwise.

1.3

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 repair, inparticular spare and wear parts, unless expressly agreed
otherwise. In case of conflicts between the general terms
and conditions of sale and these General Terms andConditions, these General Terms and Conditions shallprevail.

1.4

General 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 shall in any case beprovided exclusively based on these General Terms andConditions, even if ZEISS is aware of customer's generalterms and conditions and executes customer's orderwithout their express rejection.

2.

Repair

2.1

ZEISS will undertake the professional performance of theordered repair. Unless a different scope of work has been
agreed in writing, the repair shall include the performanceof repair necessary to restore the functionality of theDevice based on the inspection of the relevant Device, theinformation provided by the customer or obtained by ZEISS
during repair.

2.2

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

2.3

The performance of preventive actions to prevent afunctional failure (including but not limited to preventive
maintenance and inspection) are not owed hereunder andare only provided by ZEISS based on a separate order andagainst separate remuneration (see section 1.2).

3.

Remuneration

3.1

ZEISS’ remuneration for the repair is calculated inaccordance with sections 3.2 to 3.6 based on the individual
scope of work performed. ZEISS’ prices applicable at thetime of the order confirmation shall be charged.

3.2

Working time will be rounded up to the next full hour andcharged per hour at the applicable rates for the ZEISS
device service in accordance with the relevant class ofdevice plus setup time and traveling time. Waiting times
incurred at customer's premises by ZEISS shall also bedeemed as working time.

3.3

Materials and parts required for the repair, including but notlimited to spare and wear parts, shall be paid separately.

3.4

If ZEISS uses small parts including but not limited toscrews, washers etc. during the repair, ZEISS shall beentitled to charge a reasonable small parts flat rate tosimplify invoicing.

3.5

Shipping costs (e.g., packaging, transport and insurance)
shall be borne by the customer. ZEISS is also entitled tocharge a reasonable flat rate for shipping and handling.

3.6

All prices are subject to the statutory value added tax.

4.

Payment

4.1

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

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4.2

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).

4.3

The customer may only offset such claims that are
undisputed or have been finally legally established at courtof law without possibility to appeal or that are reciprocallylinked to the main claim (e.g. claims of the Customer due
to defects in performance).

4.4

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.

4.5

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

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 for
their correctness.

5.2

If more extensive repairs prove necessary during the repairof the Device, ZEISS shall be entitled to carry out the repair
without consulting the customer if the total repair costs do
not exceed the approximate value stated in the costestimate by more than 10% as a result. Otherwise, ZEISS
will notify the customer of the expected overrun of the costestimate and provide a new cost estimate.

5.3

If the customer refrains from carrying out or continuing therepair based on a cost estimate, ZEISS shall be entitled todemand remuneration for the cost estimate and for thework performed up to that point.

6.

Dates
ZEISS will commence with the performance of theassigned repair within a reasonable period. Unless abinding date has explicitly been agreed, dates notified tothe customer for performance shall not be binding. ZEISS
will carry out on-site repairs within a reasonable period
within the framework of reasonable travel planning for
ZEISS’ repair personnel.

7.

Transport, insurance and transfer of risk

7.1

If ZEISS does not receive other instructions, ZEISS will
choose the shipping route and method for the return ofrepaired Device. ZEISS shall ship at the customer's
expense, even if ZEISS uses its own means of transport.
Packaging required for shipment shall be charged at costprice.

7.2

ZEISS will insure the Device against the usual transportrisks from door to door at the customer's expense.
Customer shall notify the transport company, or, if ZEISS
uses its own means of transport, ZEISS immediately in
writing of any transport damage.

7.3

The risk of accidental damage and accidental deteriorationof the Device shall pass to the customer as soon as therepaired Device has left ZEISS' premises or has been
handed over to the transport company.

8.

Duties of cooperation

8.1

Customer is obliged to make the Device available to ZEISS
for the performance of the repair - in the case of repairs onsite at the agreed date - and to inform the repair personnel
without being asked about any problems that haveoccurred and any special features relating to the Device tobe repaired. Customer shall ensure that the repair
personnel have free and unimpeded access.

8.2

Customer shall provide electricity, water, compressed air
and other utilities, telephone, social rooms, canteen,changing and washing facilities and similar facilities for use

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before or after the conclusion of the contract or through the
infringement of other ancillary contractual obligations, theprovisions of section 10 and section 11.2 to 11.7 shallapply mutatis mutandis under exclusion of any further
claims of the customer.

by the repair personnel free of charge and shall provide
appropriate assistance to enable the repair to be carriedout expeditiously.
8.3

Customer shall notify the repair personnel of any special
safety or works regulations existing at the customer's
premises which the repair personnel must observe whencarrying out the repair and explain them in detail before therepair begins. ZEISS shall be entitled to additional
remuneration according to time and effort insofar as
special instructions or training as well as any necessary
examinations require significant time.

9.

Acceptance

9.1

After completion of the repair on site or after receipt of therepaired Device, customer is immediately obliged to accept
the properly performed repair. Customer may not refuse
acceptance due to insignificant defects which do not affectthe operation of the Device.

9.2

10.

Customer has a period of 30 days after completion of therepair on site or after receipt of the repaired Device torefuse acceptance stating at least one significant defect.
After expiry of this period, repair shall be deemed to havebeen accepted in accordance with § 640 paragraph 2
German Civil Code.
Liability for defects (warranty)

10.1 Unless expressly agreed otherwise in the repair contract orin the following section 10 or section 11, ZEISS shallprovide cure for defective repairs in accordance with thestatutory provisions, in particular by repeating the repair
and by repairing or replacing defective material free ofcharge.
10.2 Subject to the statutory warranty requirements, warranty
rights exists only if customer proves that a repair was
carried out defectively. For a consumer (as defined by § 13
German Civil Code), § 477 German Commercial Coderemains unaffected.
10.3 If ZEISS does not comply with the statutory obligation ofcure or does not comply with it in time or if the cure fails,
customer has the right to demand a reduction of the
remuneration or to rescind from the repair contract.

11.2 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.
11.3 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.
11.4 In all other respects ZEISS' liability is excluded. The
distribution of the burden of proof remains unaffected.
11.5 The exclusions and limitations of liability contained in
sections 11.1 to 11.4 also apply if a person for whom
ZEISS is responsible breaches a duty.
11.6 The exclusions and limitations of liability contained in
sections 11.1 to 11.5 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.
11.7 The unlimited liability under sections 11.2 and 11.6 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 11.2 and 11.6.
12.

ZEISS shall not be liable for impossibility of repair or fordelays in repair insofar as these are caused by force majeureor other events that were not foreseeable at the time thecontract was concluded (e.g. operational disruptions of any
kind, difficulties in the procurement of materials 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 todeliver 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 only of temporary duration, ZEISS shall be entitled torescind from the contract. In the event of hindrances of
temporary duration, deadlines shall be postponed by theperiod of the hindrance plus a reasonable start-up period.
Insofar as the customer cannot reasonably be expected toaccept the repair as a result of the delay, customer may
rescind from the contract by means of an immediate written
declaration to ZEISS.

10.4 Deficiencies on a repaired Device due to natural wear andtear, improper handling or other third-party influences, andnot resulting from a defective repair, shall not be coveredby warranty.
10.5 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.
10.6 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 11.6 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.
10.7 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.
10.8 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.
11.

Limitation of Liability

11.1 If customer is unable to contractually use the repaired
Device due to ZEISS' fault as a result of the omission or
improper performance of suggestions and advice given

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Force majeure

13.

Final provisions

13.1 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.
13.2 A written contract or written confirmation shall be decisive
for the proof of existence and content of subsequent

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agreements, amendments, and supplements. The
possibility to proof to the contrary remains unaffected.
13.3 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.
13.4 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.
13.5 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).

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