General Terms and Conditions of Sale Thorlabs GmbH1.

Terms, Scope

1.1.

Now and in the future, all our quotations, deliveries and other services are subject to thesegeneral terms and conditions.

1.2.

Our general terms and conditions are exclusive, i.e. divergent terms and conditions or terms
and conditions set forth by the customer, which are not included in our terms and conditions,will not be honored if we have not expressly and in writing consented to their application.
Customer confirmations referring to the customer’s own terms and conditions of purchasewill be deemed insignificant.

1.3.

All stipulations made between the customer and us for the purpose of executing this contract
are included in writing in this contract. Any modifications or supplements thereof need to belaid down in writing.

2.

Quotation and Contract Conclusion

2.1.

Our quotations are to be understood as non-binding and without any obligation. Orders
come into force only after we have confirmed them in writing.

2.2.

Modifications of technical details as well as reasonable modifications of shape, color, and/or
weight shall remain reserved.

2.3.

If the order confirmation does not expressly designate them as binding product details,
drawings, images, and performance descriptions contained in our catalogues, price lists, anddocuments related to our quotations are customary approximate values only.

2.4.

Sales by sample only warrant the technical correctness of the specimens. We do not take on
any assurances of applicability whatsoever.

2.5.

We reserve the sole proprietorship for all our cost estimates, drawings, plans and other offer
documents. The copyrighted exploitation rights remain with us exclusively.

3.

Delivery Periods and Delays

3.1.

Delivery periods and dates quoted by us are non-binding if they have not been agreed uponas binding. Delivery and service periods agreed upon do, as a rule, not constitute atransaction at a fixed date. They begin upon conclusion of contract, however, not until thecustomer has fully met his obligation to submit all documents, clearances and otherspecifications of all details and clarifications of the technical questions pertaining to thedesired model and has made the down-payment if agreed upon in the contract.

3.2.

3.3.

4.8.

If circumstances come to our knowledge which must lead to the conclusive assumption thatthe customer’s pecuniary situation is deteriorating or threatens to deteriorate and therefore
endangers contract fulfillment, we reserve the right to immediately revoke previously agreed
upon payment periods or deferrals and to retain our own services until the customer has
effected payment or a security deposit and has proven that contract fulfillment is actually notendangered. If the payment or the security deposit is not effected within 12 workdays, wereserve the right to withdraw from the contract and to demand damages instead of contract
fulfillment.

4.9.

Despite payment instruction to the contrary, we are entitled to count customer payments
against our most recent receivables if the payments may otherwise become disputable. A
loss of interest is carried by us. The customer will be notified of the respective offsetting.

4.10. If we exempt a customer from his obligation to pay our receivables at regular calendar
intervals, our respective residual claim is due for payment in one sum and at once if thecustomer partially or altogether fails to pay an installment within a period of up to 10 days.

Every conclusion of contract is subject to the proviso that our suppliers make their deliveriescorrectly and in time. The customer will be immediately notified of any temporary
unavailability of services. If such delay lasts for more than 3 months, and/or it is foreseeable
that it will last for more than 3 months, both parties to the contract have the right to withdraw
from it. Damage claims by the customer are excluded. If acts of God have led to a violationof deadline, it will be reasonably prolonged. If delivery is unduly impeded or made altogether
impossible by unforeseeable circumstances and situations for which we cannot be held
responsible, such impediments, e.g. labor disputes, regulatory action, essential interruptionsof operations due to partial or total destruction of our plant or its essential departments, orserious transport interruptions, shall be considered equivalent to acts of God. If suchcircumstances persist for more than 3 months, we have the right to withdraw from thecontract. In this case, damage claims by the customer are excluded.
If a delay in delivery or of services is not the result of a deliberate or grossly negligent
contract violation on our part, our liability for compensation for such a delay in delivery or ofservices that may be demanded on top of contractual delivery/service is restricted to 0.75%
of the value of the delayed delivery/service for each completed week of delay. However,maximum compensation is restricted to 5% of the value of the delayed delivery/service. If
the customer prefers recovery of damages to delivery/service, such damages shall be
restricted to 15% of the value of the delayed delivery/service. The liability limits quoted in theabove sentences 1 and 2 do not apply in cases of bodily harm or loss of life, and neither dothey apply in transactions at a fixed date, i.e. in transactions that stand and fall with theobservance of a fixed time of performance.

5.

Delivery Periods, Default of Acceptance

5.1.

The start of the delivery period quoted by us is set with the general proviso that the customer
meets his contractual obligation to cooperate and is conditional upon prior clarification of alltechnical questions. Furthermore, the fulfillment of our delivery obligation is conditional upon
the customer meeting his obligations properly and in due time.

5.2.

In case of default of acceptance or any grossly negligent violation of cooperation obligations
we are entitled to demand compensation for any detriments, including additional
expenditures, resulting from such violation. We reserve the right to claim further damages.
Our right to withdraw from the contract and to demand compensation for damages incurred
instead of contract fulfillment remains unaffected.

6.

Place of Fulfilment, Transfer of Risk

6.1.

The place of fulfillment is Dachau. If not stated otherwise in the order confirmation, it isunderstood that delivery “ex works” or “ex warehouse” has been agreed upon.

6.2.

If the customer is an entrepreneur, the risk of accidental destruction and accidental
deterioration is passed on to him at the moment of handover, in cases of sale by dispatch at
the moment of handover of the goods to the hauler, the freight forwarder, or any otherperson or agent commissioned to carry out delivery.

6.3.

If the customer is an end-consumer or legally treated as equal to an end-consumer, the riskof accidental destruction and accidental deterioration is not passed on to him until the goods
have been delivered to him. The same applies in cases of sale by dispatch.

6.4.

Paragraph 5.2 of our general terms and conditions applies to the handover if the customer isin default to acceptance.

6.5.

Transport packaging and all other sorts of packaging subject to the packaging regulations
will not be taken back.

7.

Export Limitations

7.1.

U.S. and EU export limitation legislation and regulations concerning sales, places ofdestination, and utilization of goods and appurtenant technical documents must be
observed. Any deviation from this regulation shall be considered as a violation of export
control regulations and is strictly interdicted.

8.

Warranty, Notices of Defect, and Liability

8.1.

For the duration of the warranty period for our products, guarantee is regulated as follows:

8.1.1. Opto-Mechanical Components: Lifetime Warranty.
8.1.2. Optical Tables and Breadboards (excluding support systems): Lifetime Warranty.
8.1.3. Light Sources, Lasers, Modulators, Isolators and Imaging Systems: The lesser of one year
and (to the extent applicable) the number of hours specified in the operating manual for suchproducts.

3.4.

A reasonable number of partial deliveries is admissible.

4.

Prices and Terms of Payment

4.1.

If nothing else arises from our order confirmation or our price list, our prices ex works apply
exclusively. The currently applicable VAT must be added to any quoted price.

4.2.

Should price quotes in our web-shop catalogue deviate from those in our printed catalogue,
the web-shop prices override those in the printed catalogue.

4.3.

If not stated otherwise in the order confirmation, the net purchase price (without any
deductions) is due for payment within 30 days from date of invoice.

4.4.

We reserve the right to invoice partial deliveries separately.

4.5.

In case of delay of payment, the customer has to pay interest on arrears of 8 percentage
points above the base interest rate per year. We reserve the right to claim further damages.
The customer forfeits any agreed upon bonuses, price deductions, or rebates in case ofdelay of payment.

4.6.

Early payment discounts must be agreed upon in writing.

8.1.10. Fiber cleaving, splicing and/or recoating systems: One year warranty.

4.7.

Any offsetting or claim of rights of retention is only acceptable in cases where the customer
holds titles or claims of outstanding payments against us which we have acknowledged,
which are non-disputed, and have been determined without further legal recourse. The
customer may claim a right of retention only if his claim is based on the same contractual
relationship.

8.1.11. Interferometric Fiber Inspection Systems: One year warranty.

8.1.4. Opto-Electronics, Control Electronics, Optics, Fiber, Nano-Positioning Product Lines,
Cameras and Support Systems for Optical Tables and Breadboards: Two year warranty. For
products that incorporate a light source (bulb, LED and/or laser diode), such light source iswarranted for the lesser of one year or (to the extent applicable) the number of hours
specified in the operating manual.
8.1.5. Products Bearing Stamped Expiration Dates: The date noted by the stamp or marking.
8.1.6. Non-Thorlabs Branded Products: The warranty stated by the manufacturer.
8.1.7. Electronics with Hermetically Sealed Chambers: Two years for electronics and five years forprotection against moisture infiltration into hermetically sealed chambers.
8.1.8. Products in Need of Regular Calibration (e.g. sensors, polarimeters, power meters etc.): Twoyears. Measurement accuracy requires user to follow manufacturer's recalibration
recommendations.
8.1.9. Microscopy and PI Piezo Products: One year warranty from date of installation

8.1.12. Cameras with no sensor face plate: Thirty days for sensor, two years for electronics.
8.1.13. Guarantee for the following is ruled out:a) Products which are identified by Thorlabs as a pre-production product, alpha, beta orsimilar product or a prototype;1

General Terms and Conditions of Sale Thorlabs GmbHb) Specials, modifications, or customized items (including custom patch cables andcustomer Fiber Splicing Software) meeting the specifications provided by the customer;

10.

c) ESD sensitive products whose protective packaging has been opened or items that are
fragile to the touch, once removed from its packaging;d) Products which were repaired or modified by anyone but us;e) Products which were used in combination with other products which were not suppliedor expressly declared compatible by us;

10.2. The customer is obliged to handle the goods subject to retention of title carefully. If
maintenance or inspection works are necessary, the customer has to carry them out
regularly and at his own expense.

f) Products which were exposed to inappropriate mechanical, thermic, or electrical stress;g) Products damaged by inappropriate installation, usage, storage, or malpractice;

10.3. The customer is obliged to immediately notify us of any third-party seizure of the goods, e.g.
in case of a writ of attachment, furthermore, of any damage, loss, or destruction. We areentitled to withdrawal from the contract and to demand that already delivered goods be
returned to us if the customer commits a breach of contract, e.g. default of payment or
violation of any of the duties laid down in paragraphs 9.1 and 9.2.

h) Products damaged by accident or negligent usage, storage, transport, or handling;i)

The use, fit or function of Products that are assembled or constructed from items of a kit.

8.1.14. To the extent the product is incorporated into any other instrument or device, we make norepresentation with respect to the safety, efficacy, accuracy, reliability, use, or fitness forintended purpose of the product in such integrated product or in such application. To theextent so incorporated into any other instrument or device, or used in such application,customer hereby agrees to indemnify and hold Thorlabs harmless from any claims, suits,
liabilities, losses, damages, expenses (including reasonable attorneys’ and experts’ fees andexpenses) and costs arising from or relating to any defects in and/or the use of the productand such integrated product, and/or the failure of the product or such integrated product tocomply with any applicable laws or regulations. Major sub-systems manufactured by otherfirms but integrated into our product are covered by the original manufacturer’s warranty andwe make no warranty, express or implied regarding such sub-systems.
8.2.

If the contract constitutes a commercial transaction for both parties, the customer is obliged
to contest in writing any deficiencies of whatever kind immediately if this is compliant with his
respective business routine– hidden defects to be reported immediately after detection.
Failure to notify constitutes acceptance of the product.

8.3.

We assume liability for deficient products either by supplementary performance or, at ourdiscretion, by compensation delivery.

8.4.

If supplementary performance fails, the customer may, at his discretion, demand a pricereduction or the right to withdraw from the contract. In case of only a minor contract violation,
especially a minor deficiency, the customer, however, does not have such a right ofwithdrawal.

8.5.

If the customer chooses to withdraw from the contract due to defect of title or defect as toquality and following defective supplementary performance, he is not entitled to an additional
claim of damages because of said defect. If the customer claims damages following a failureof supplementary performance, the product remains with the customer if such practice is notunreasonable. Damages are restricted to the difference between purchase price and valueof the defective product. This does not apply if we have deliberately and fraudulently
committed the contract violation.

8.6.

If a defect as to quality leads to a damage to persons we assume liability in accordance withapplicable legal provisions if the damage comes within the ambit of the product liability law
and was caused willfully or by gross negligence, or if we have expressly assumed liability.

8.7.

In case of an only negligent violation of duties on our part or on the part of our agents andsuppliers our liability is restricted to damages which are foreseeable and typical for the casein point.

8.8.

All other contractual and delictual claims by the customer are excluded. We therefore do
expressly not assume liability for damages which do not originate from the delivered product,
and neither do we assume liability for any loss of profit.

8.9.

If not stated otherwise in these terms of sale or in the order confirmation, customer claims
for defects lapse after a period of 2 years after delivery or performance provisionrespectively.

10.4. If they cannot be collected from any third party, the customer bears all costs which must be
paid especially in connection with a third-party motion to override a writ of attachment or, as
the case may be, for the reacquisition of the delivered goods.
10.5. The customer is entitled to sell goods which are subject to retention of title within the frameof his regular business routine if he is not in default of payment or has stopped payments
altogether. He must not bond goods which are subject to retention of title or pledge them as
security. Already at this very moment, the customer resigns an amount equivalent to thegross invoice value of his receivables from all proceeds resulting from such onward sales,
onward processing, or any other legal title (insurance, impermissible action, loss of property
due to conjunction of the delivered goods with a parcel of land) and from purchase price,works compensation as well as from any other receivables (including the agreed uponbalance of a current account agreement, resp. in case of an insolvency of the business
partner, the then existing “causal balance”) to us. We accept the cession.
Following the cession, and subject to withdrawal, the customer is entitled to collect theceded receivables for our account and in his own name. This authorization may be revoked
if the customer fails to adhere to his payment obligations. In such a case and if sodemanded by us, the customer has to submit to us all necessary information and documents
pertaining to the ceded receivables and to notify the third-party debtor of the cession. We
are at any time entitled to assert a claim ourselves but will not make use of this title as longas the customer properly adheres to his payment obligations.
10.6. Processing of goods by the customer always takes place in our name and on our behalf. If
the processing includes items that are not ours, we acquire co-ownership of the newly
created object to the extent of the value our goods have in relation to the other processed
items. The same applies if the goods are blended with other items which do not belong tous.
10.7. All securities serve the purpose of securing the principal claim as well as any secondary
claims, including utilization costs and sales tax liability in the context of insolvency
proceedings, security utilization, resp. The redemption of the goods subject to retention of
title.
11.

11.2. We grant to customer a non-exclusive, non-transferable, limited license to use our Fiber
Splicing Software for the sole purpose of installation of and use on the subject equipment
and only on these General Terms and Conditions of Sale. Notwithstanding the aforesaid,
any customer specific adaptations of the Fiber Splicing Software included in customized
Fiber Splicing Software versions as a result of additional consultancy services ordered bycustomer are licensed pursuant to the terms herein. Customer is under no circumstances
allowed to make any modifications, including but not limited to, error correction, of the Fiber
Splicing Software. The customer shall not: copy, in whole or in part, Fiber Splicing Softwareor documentation; modify the Fiber Splicing Software; reverse compile or reverse assemble
all or any portion of the Fiber Splicing Software; or rent, lease, distribute, sell or create
derivative works of the Fiber Splicing Software. This provision 11.2 applies for the Fiber
Splicing Software version indicated in the sale confirmation, for its updates and for new
versions.

8.11. Damage claims by an entrepreneur due to defect of title or defect as to quality lapse after
one year following delivery of the product. This does not apply if we can be held responsible
for gross negligence, neither does this apply if we can be held responsible for bodily harm,
damage to health, or loss of life of the customer.
8.12. To the extent to which our liability is excluded or limited, this does also apply to the personal
liability of our employees, workers, associates, representatives, and agents.
Product Return/Repair Policy.

9.1.

Customer will notify Thorlabs about the occurrence of defective or non-operational Productand request a “Return Authorization Number” (hereinafter referred to as “RMA#”) fromThorlabs for the items customer would like to return for repair or replacement by e-mail tothe attention of the Customer Service Manager. This RMA# is to be used for all
correspondence and shipping documents that relate to the Product.

9.2.

Customer will ship the defective or non-operational Product to Thorlabs. Customer is
responsible for shipping cost.

9.3.

Upon receipt of the returned Product, Thorlabs will test the Product to verify the defective
status of the component within the terms of the Limited Warranty and communicate such
results to customer.

9.4.

Intellectual Property Rights and Fiber Splicing Software License.

11.1. Any intellectual property rights on a worldwide basis, including, without limitation, patentable
inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship,
moral rights, trademarks, service marks, trade names, trade dress trade secrets and allapplications and registrations of all of the foregoing resulting from the performance of these
General Terms and Conditions of Sale that is conceived, developed, discovered or reduced
to practice by Thorlabs, shall be the exclusive property of Thorlabs.

8.10. The above liability restrictions do not interfere with customer demands resulting from productliability. Furthermore, they do not apply if we are responsible for bodily harm, damage tohealth, or loss of life of the customer.

9.

Reservation of Proprietary Rights

10.1. We reserve the proprietary rights for all products delivered to the customer until he has fullycomplied with all our claims for payment – including future claims – and all secondary claims(e.g. costs of bills of exchange, costs of financing, interest costs) resulting from our business
relationship with him. In case a current account agreement has been made with thecustomer, our reservation of proprietary rights does not expire until the agreed upon debit
balance has been reached.

12.

Disposal of Waste Equipment

12.1. In compliance with the European Waste Electrical and Electronic Equipment Directive(WEEE Directive 2002/96/EC) and if so desired by the owner, we take back for disposal andat no cost for the owner all electrical equipment as defined by WEEE which we havedelivered within the EU since August 12, 1995 and which is therefore labelled with acrossed-out waste bin.
12.2. If a customer residing within the EU buys equipment as defined by WEEE from us in order toreplace equipment made by us or any other manufacturer and first delivered prior to August
13, 2005, we take back such waste equipment for disposal if so desired by the owner and at
no cost for him if the function, the amount, and the weight of such waste equipment
conforms to the equipment delivered by us.
12.3. This redemption offer applies only to complete, non-dismantled equip – ment as defined by
WEEE which is located within the EU, and only if it does not contain any dangerous or toxic
matter and has not been defiled with garbage.

Thorlabs will either send a repaired or replacement Product after verifying that the Productreturned under the RMA# is in fact defective within the terms of the Limited Warranty.
Thorlabs is responsible for shipping costs of replacement Product to the customer.

12.4. We meet all costs of appropriate disposal only, shipment costs must be met by the sender.

2

General Terms and Conditions of Sale Thorlabs GmbH12.5. If a final owner of equipment as defined by WEEE waives his right to send it back to us forthe purpose of disposal he is obliged to properly dispose of it at his own expense. Disposal
together with domestic waste or via municipal waste collection points is not permissible.
13.

13.2. Federal Republic of Germany law applies exclusively; invocation of UN sale of goods law is
excluded.

Place of Jurisdiction and Place of Fulfilment

13.3. If not stated otherwise in the order confirmation, the place of fulfilment is our place ofbusiness.

13.1. It is agreed that all disputes between the contract partners concerning their rights andobligations arising from transactions of all sorts – including disputes concerning bills of
exchange and cheques – and including disputes concerning the validity of this agreement
will be settled by a court of law at our place of business. The same applies if the customer
has no general domestic place of jurisdiction, has moved his domestic place of business or
his place of residence abroad following conclusion of contract, or if his place of residence or
his usual whereabouts are unknown at the time of institution of legal proceedings against
him. However, we are also entitled to file suit against the customer at his general place ofjurisdiction.

13.4. If one term or some of the terms of the contract concluded with the customer, includingthese general terms and conditions of sale, are made partially or completely inoperative, thevalidity of the other terms remains unaffected. The partially or completely inoperative
regulation is to be replaced by a regulation whose economic success promises to come as
close as possible to the success of the inoperative regulation.

As of January 20193