General Terms and Conditions of Sale

1.

General1.1

Any delivery of goods and services by ZEISS as the seller
to the customer (“Customer”) shall be subject to the Terms
and Conditions of Sale set forth herein exclusively, except
where other agreements have been explicitly made.

1.2

1.3

Insofar as provisions of the Terms and Conditions of Sale
are addressed to entrepreneurs, these provisions shall only
apply to entrepreneurs within the meaning of § 14 of theGerman Civil Code (BGB). For consumers within themeaning of § 13 of the German Civil Code (BGB), the law
shall apply in this respect, unless otherwise expressly
regulated in these Terms and Conditions of Sale.
The Customer’s general terms and conditions that areinconsistent with or supplement the Terms and Conditionsof Sale set forth herein shall only apply to the extent ZEISS
has explicitly consented in writing. Without such consent,delivery of goods and services of ZEISS shall in any casebe based on the Terms and Conditions of Sale even if the
Customer has referred to its own general terms andconditions.

1.4

Any claims held against ZEISS may not be assigned to third
parties. § 354a of the German Commercial Code (HGB)shall remain unaffected.

1.5

The sale, resale and the disposal of goods and services
including any associated technology or documentation may
be governed by German, EU, US export control regulations
as well as by the export control regulations of further
countries. Any resale of goods to embargoed countries orto denied persons or persons that use or may use thegoods for military purposes, ABC weapons or nuclear
technology is subject to an official license. Customer
declares with its order the conformity with such statutes
and regulations and that the goods and services will not
directly or indirectly be delivered into countries that prohibitor restrict the import of such goods or services. Customer
declares to have obtained all licenses required for export
and import.

2.

Information, consultancy
Information and consultancy in relation to ZEISS’ goods
and services are based on ZEISS’ existing experience. Anyvalues quoted as part thereof, including but not limited toperformance data, are average values determined throughexperiments under standard laboratory conditions. ZEISS
does not assume any obligation to precisely meet thequoted values and possible areas of application. Section
10 of these Terms and Conditions of Sale governs any
issues of liability.

3.

Prices, cost allocation

3.1

Only the prices quoted in the order confirmation of ZEISS
shall apply. Additional services will be invoiced separately.

3.2

All prices are quoted as net prices and do not include value
added tax, which is to be paid additionally by the Customer
in the amount specified by applicable law.

3.3

Unless otherwise expressly agreed in writing uponconclusion of the contract, the prices are quoted ex worksof the company of the ZEISS Group using these Terms andConditions of Sale. In particular, Customer shall bear all
additional costs for freight, transport, shipping andinsurance, public charges (including withholding tax),
official permits and customs duties as well as packaging
costs exceeding the customary packaging. Section 14.4
applies to alleged later agreements.

4.

Delivery

4.1

Unless otherwise expressly agreed, ZEISS shall deliver exworks (EXW INCOTERMS 2010) of the ZEISS Group
company using these Terms and Conditions of Sale.

4.2

Delivery periods shall only be deemed to have been agreed
if they have been expressly confirmed in writing. Delivery
periods shall begin on the date of the order confirmation by
ZEISS, however, in no case prior to settlement of all details
relating to an order including the furnishing of any required
official certificates. Delivery periods shall be deemed to be

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met on timely notification of readiness to ship if the deliveryof goods and services cannot be shipped in time throughno fault of ZEISS.
4.3

With respect to periods and dates which are not expressly
defined as fixed in the order confirmation the Customer
may set a reasonable delivery period for delivery andperformance two weeks after the expiry of such period or
date. ZEISS shall only be in default after expiry of suchdelivery period and by reminder of the Customer. In allother respects the occurrence of delay in delivery shall begoverned by the statutory provisions.

4.4

Without prejudicing ZEISS’ further legal rights including but
not limited to rights due to default of Costumer, periods anddates shall be extended by the period of time during which
the Customer fails to comply with its obligations towards
ZEISS.

4.5

ZEISS is entitled to partial deliveries and partial services ifthese are reasonable for the Customer.

4.6

Due to a breach of duty for which ZEISS is not responsible
and which does not consist of a defect (in particular delay
in delivery or performance), the Customer is only entitled torescind the contract after two reasonable grace periods
unsuccessfully expired unless the hindrance is merely
temporary in nature and a postponement of the delivery isreasonable for the Customer.

4.7

Notwithstanding the right of the entrepreneur to rescind thecontract due to a breach of duty for which ZEISS is
responsible or due to a defect, the entrepreneur's free rightof termination is excluded. In all other respects the legal
requirements and legal consequences shall apply.

4.8

Any contractual or statutory right of a Customer to rescind
the contract, which the Customer fails to exercise within areasonable period of time set by ZEISS, shall be forfeited.

4.9

The rights of the Customer according to section 10 and thelegal rights of ZEISS remain unaffected.

5.

Shipment, passing of risk

5.1. ZEISS shall only owe shipment of goods and services if thishas been expressly agreed. Subject to section 5.2 or any
other express agreement, shipment and transport shall beat the risk and expense of the Customer.
5.2

If ZEISS, at the request of the entrepreneur, ships goods
and services sold to another place than the place ofperformance, the risk of accidental deterioration andaccidental loss shall pass to the entrepreneur as soon as
ZEISS has handed the goods and services over to theperson specified to carry out the shipment (§ 447 of theGerman Civil Code – BGB). With respect to a consumer§§ 447, 475 of the German Civil Code (BGB) apply in thiscase.

5.3. Unless otherwise agreed, ZEISS reserves the right todeliver through its own delivery organisation.
5.4

If a shipment is delayed for reasons to be attributed to theCustomer, the risk of accidental deterioration, loss anddestruction shall pass to the Customer upon notification of
ZEISS’ readiness to ship. Storage costs after passing ofrisk shall be borne by the Customer. Further claims remain
unaffected.

5.5

If the Customer defaults in accepting, ZEISS shall beentitled to claim compensation for the expenses incurred
by ZEISS and with default of acceptance the risk ofaccidental deterioration, loss and destruction shall pass to
the Customer.

6.

Payment

6.1

Payment shall be made in full within 30 days from the dateof the invoice. Payment shall be considered to have been
made on the day the payable sum is received by ZEISS.
Bills of exchange and cheques shall not be deemed
payment until after they have been honoured and will be
accepted without any obligation to make timely
presentation and timely protest.

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General Terms and Conditions of Sale
6.2

Immediately upon default of payment – or from the due
date if Customer is a merchant within the meaning of theGerman Commercial Code (HGB) – ZEISS shall be entitledto demand default interest at a rate of 9 (5 in case theCustomer is a consumer) percentage points above thebase lending rate p.a.. ZEISS reserves the right to claim ahigher actual damage.

6.3

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.

6.4

An entrepreneur may only withhold its counterperformance because of such counterclaims which areuncontested or have been finally and non-appealably
established.

6.5

Any of ZEISS’ receivables shall be immediately payable in
the event of a default in payment, a notice given in protest
against a bill of exchange or suspension of the Customer's
payments, independent of the term of the bills of exchange
which may have already been accepted. In all cases
mentioned in sentence 1, ZEISS shall also be able toperform remaining deliveries only against advancepayment or provision of security, and, if no such advancepayment is made or security provided within a two-weektime period, to rescind the contract without another grace
period. This shall not affect any further claims.

7.

Retention of title

7.1

With respect to consumers ZEISS reserves the right ofownership of delivered goods and services ("goods subject
to retention of title") until the purchase price of the goods
subject to retention of title has been paid in full. ZEISS shallbe notified by Customer immediately of any seizure or otheraccess to the goods subject to retention of title by third
parties; the same shall apply if an application for the
opening of insolvency proceedings has been filed.

7.2

7.3

7.4

7.5

With respect to entrepreneurs ZEISS reserves the right ofownership of delivered goods and services ("goods subject
to retention of title ") until full payment of all present andfuture claims irrespective of their legal basis arising fromthe legal and business relationship upon which the delivery
is based.
If the goods subject to retention of title are processed ortransformed, the processing and transforming is carried out
in the name of and for ZEISS as manufacturer. In the eventof processing, transforming, combining or intermixture ofgoods subject to retention of title with other goods by the
Customer, ZEISS shall be entitled to co-ownership of any
new object inasmuch as the invoiced value of goods withretention of title relates to the value of the other involved
goods. Where ZEISS loses ownership due to processing,transforming, combining or intermixture with other goods,
the Customer herewith transfers ownership of the new
object to ZEISS to the extent of the value of the goods
subject to retention of title. Customer shall be responsible
for holding the new object in safe custody on the behalf of
ZEISS and at Customer’s own expense. Any rights ofownership or co-ownership resulting from processing,transforming, combining or intermixture shall be deemed to
be goods subject to retention of title within the meaning ofsection 7.
The entrepreneur is only entitled to resell goods subject toretention of title or to process or combine or mix them withother property within the scope of proper business
operations and as long as the Customer is not in default.
The Customer shall be prohibited from taking any otherdisposition regarding goods subject to retention of title.
Section 7.1 sentence 2 applies also to entrepreneurs. Allintervention costs will be charged to the entrepreneurs if
and to the extent that they cannot be collected from suchthird party. If the entrepreneur grants its buyer additionaltime for payment of the sales price, entrepreneur shallreserve title to the goods subject to retention of title for itself
on the same conditions upon which ZEISS has reserved its
title when delivering goods subject to retention of title.
Otherwise the entrepreneur is not authorised to resell the
goods subject to retention of title.
The entrepreneur herewith assigns to ZEISS any claims
against third parties resulting from a resale of goods

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subject to retention of title. They serve as collateral to thesame extent as the goods subject to retention of title. The
entrepreneur shall only be entitled and authorised to resell
goods subject to retention of title if it is ensured that
entrepreneur’s claims against third parties resulting fromthe resell are transferred to ZEISS.
7.6

If the entrepreneur resells goods subject to retention of title
together with goods from other suppliers at a certain total
price, Customer assigns to ZEISS its claim against third
parties arising from such resale to the extent of the invoicevalue of the goods subject to retention of title initially soldby ZEISS.

7.7

If an assigned claim is included into a current account, theentrepreneur herewith assigns to ZEISS that part of thebalance which is equivalent to the amount of this claim,
including the final balance from the current accountoperations.

7.8

Until ZEISS gives notice of revocation, the entrepreneur
shall be authorised to collect claims assigned to ZEISS.
ZEISS shall be entitled to such revocation, if theentrepreneur fails to meet its payment obligations under thebusiness relationship with ZEISS in due course. If thepreconditions for exercising the revocation right are
fulfilled, the entrepreneur shall, upon ZEISS’ request,
immediately notify ZEISS of any assigned claims with therespective debtors, furnish all data required for collection ofsuch claims, hand over all related documentation and notify
the debtors of the assignment. ZEISS reserves the right to
notify the debtors of the assignment itself.

7.9

If the value of the collateral deposited for the benefit of
ZEISS exceeds the secured claims by a total of more thanfifty (50) per cent, the Customer shall be entitled to demandthat ZEISS insofar release collaterals of the choice ofZEISS.

7.10 If ZEISS asserts the retention of title against an
entrepreneur, this action shall only be deemed as
rescission of the contract if ZEISS expressly declares thisin writing.
7.11 The entrepreneur’s right to possess goods subject toretention of title shall be null and void, if the entrepreneur
fails to meet its contractual obligations.
8.

Software rights

8.1

For all delivered programs the respective underlying
license terms (EULA) apply.

8.2

The Customer is granted a non-exclusive, non-assignable
right to use related documentation and updates for no otherpurpose than the internal operation of the delivered goods
and services for which such software is intended. For
documentation created and delivered at the Customer's
request, ZEISS shall grant that Customer single end user
licences in the desired quantity to the extent of a nonexclusive and non-transferable right of use.

8.3

Source programs shall only be provided based on a
separate written agreement.

9.

Warranty

9.1

If there is a defect in quality or title (“defect”) in delivered
goods and services, the statutory provisions shall apply,
unless otherwise specified hereafter.

9.2

Cure shall be carried out at ZEISS' discretion either byremedying the defect or by providing a defect-free deliveryof goods and services.

9.3

The delivery of goods and services claimed to be defective
shall be returned to ZEISS for examination in their originalor equivalent packaging.

9.4

An entrepreneur who is also a merchant within the meaningof the German Commercial Code (HGB) shall fulfil its
statutory obligation to inspect and give notice of defects
immediately in writing or text form (§§ 377, 381 of theGerman Commercial Code – HGB).

9.5

ZEISS shall be entitled to refuse cure in accordance withthe statutory provisions. ZEISS may refuse cure if the

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General Terms and Conditions of Salea defect, or gave a guarantee of quality in the sense of§ 444 of the German Civil Code (BGB) (declaration by
ZEISS 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.

Customer has not sent the delivery of goods and services
claimed to be defective to ZEISS for examination at ZEISS’request.
9.6

The Customer shall be entitled to rescind the contract orreduce the price in accordance with the statutory
provisions, however not before the Customer has set a
reasonable grace period to cure the defect which ZEISS
has failed to observe, unless setting such grace period isdispensable under the statutory provisions. In the event ofrescission, the Customer shall be liable for any intentionalor negligent actions that results in destruction, loss of thegoods or undrawn benefits.

9.7

All information about ZEISS’ products, including but notlimited to pictures, drawings, data about weight, aboutmeasure and about performance, contained in offers andbrochures are approximate average values. Suchinformation shall in no way constitute a guarantee of quality
or durability, but they are rather approximate descriptions
or labelling of the offered goods and services.

9.8

Unless limits for deviations have been expressly agreed in
the order confirmation, deviations shall be admissible ifthey are customary within the trade.

9.9

Normal wear and tear of the delivered goods and services
are not subject to warranty.

9.10 The description of a delivery of goods and services as
declassified or used is an agreement on quality. Flaws or
restrictions which are identifiable, or which typically result
from being declassified or used shall not be deemed to be
defects.
9.11 Any warranty shall be void, if ZEISS’ operating ormaintenance instructions are not observed, if changes are
made to delivered goods or services, if parts are replacedor materials used that are not in accordance with theoriginal product specifications by ZEISS, unless the
Customer proves that the defect in question resulted fromanother cause. For a consumer the provision of § 477 of
the German Civil Code (BGB) remains unaffected.
9.12 Remedy of defects and providing a defect-free delivery by
ZEISS based on a notification of a defect by the Customer
shall only result in a new start of the limitation period if
ZEISS expressly declared an acknowledgement.
9.13 Section 10 shall apply to any claims for damages andreimbursement of expenses by the Customer due todefects. However, in all cases of section 10.3 as well as inall cases of liability for damages caused intentionally or bygross negligence, the Customer's claims and rights shall begoverned exclusively by the statutory provisions.
9.14 The limitation period for claims arising from defects shall be
one year for entrepreneurs and two years for consumers.
However, in all cases of section 10.3 as well as in all casesof liability for damages caused intentionally or by grossnegligence, the limitation period shall be governed
exclusively by the statutory provisions.
10.

Exclusion and limitation of liability

10.1 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 of
conclusion of the contract.
10.2 For damages caused by delay ZEISS is liable, without
prejudice to the statutory liability requirements, in case ofslightly negligent violation of an essential contractual
obligation only up to 5 % of the agreed purchase price.
10.3 The exclusions and limitations of liability in sections 10.1
and 10.2 shall also apply in the event of breaches of dutyby persons whose fault ZEISS is responsible for.
10.4 The exclusions and limitations of liability in sections 10.1 to10.3 shall not apply in cases ZEISS fraudulently concealed

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10.5 The limitation period for claims for damages against ZEISS
regardless of the legal basis shall be one year (or two years
if the Customer is a consumer) from the date of delivery to
the Customer or, in case of tortious claims, from the dateof knowledge or grossly negligent ignorance of thecircumstances justifying the claim and of the person liable
to pay compensation. However, in all cases of section 10.3
as well as in all case of liability for damages caused byintent or gross negligence, the limitation period shall begoverned exclusively by the statutory provisions.
10.6 If the Customer is an intermediary seller of the goods
delivered by ZEISS and the final purchaser of the goods is
a consumer, the limitation period for any action of recourse
against ZEISS by the Customer shall be the period
specified by statute.
10.7 The liability of ZEISS for software delivered by ZEISS shallbe limited to liability for losses or alteration of data causedby the program; however, ZEISS shall not be liable for any
losses or alteration of data which could have been avoided
by the Customer’s compliance with its duty to secure suchdata at appropriate intervals and at least once per day.
10.8 In all other respects, the liability of ZEISS is excluded. The
statutory burden of proof remains unaffected.
11.

Industrial property rights, copyrights

11.1 In the event of claims against the Customer because of
breach of an industrial property right or a copyright in using
delivered goods or services in accordance with thecontractually defined manner, ZEISS shall be responsible
to obtain the right for the Customer to continue using such
goods or services, provided that the Customer gives
immediate written notice of such third-party claims and
ZEISS’ rights to take all appropriate defensive and out-ofcourt actions are reserved. If, despite such actions, it
proves impossible under reasonable economic conditions
to continue using the deliveries or services supplied by
ZEISS, it shall be deemed as agreed that ZEISS may, atthe discretion of ZEISS, modify or replace the particular
good or service to remedy the defect of title, or take backsuch delivery or service with refunding of the sales pricepreviously paid to ZEISS less a certain deduction toaccount for the age of the delivery or service in question.
11.2 Subject to section 10, the Customer shall have no further
claims for infringements of industrial property rights. ZEISS
shall have no obligations in accordance with section 11.1
in case infringement of rights are caused by not using thedelivered goods or services in the contractually definedmanner or by using them together with other deliveries orservices than those of ZEISS.
12.

Disposal

12.1 Customer is obliged to closely observe the documents
accompanying the goods and to ensure the correct
disposal of the goods in accordance with the applicablelaw.
12.2 In case Customer is an entrepreneur, Customer shall beobliged to dispose the goods at its own costs. Customer
shall be obliged to transfer this obligation on the purchaserof the goods or parts thereof in case of a resale of thegoods. In case the Customer is a consumer the statutory
provisions regarding disposal of waste shall apply.
13.

Confidentiality and Data Protection

13.1 Unless otherwise expressly stipulated in writing, noinformation provided to ZEISS in connection with orders
shall be regarded as confidential, unless their confidential
nature is obvious or expressly marked as confidential by
the Customer.

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13.2 ZEISS shall be entitled to process personal data of the
Customer and to transfer personal data to affiliatedcompanies of the ZEISS Group to the extent this isnecessary for the execution of the contract or provided that
the 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 of Sale and will behandled in accordance with the applicable data protection
laws and regulations.
14.

Miscellaneous

14.1 The place of jurisdiction, provided that Customer is amerchant, a legal person under public law or a special fundunder public law, shall be the place of business of theZEISS Group company using these Terms and Conditionsof Sale. However, ZEISS may also take legal action against
Customer at Customer’s place of business.
14.2 Notice according to § 36 of the German Consumer Dispute
Resolution Act: (Verbraucherstreitbeilegungsgesetz or
VSGB): 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.
14.3 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), provided that Customer is a merchant, alegal person under public law or a special fund under publiclaw.
14.4 A written contract or written confirmation is decisive for the
existence and content of subsequent agreements,
amendments and supplements. The possibility of proof tothe contrary remains unaffected.

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