General Terms and Conditions of Sale
1.

Scope

1.1

These general terms and conditions of sale (hereinafter"General Terms and Conditions") shall apply exclusively to
all deliveries of goods and services (hereinafter "Deliveries")of a company of the ZEISS Group (hereinafter "ZEISS") to acustomer, unless expressly agreed otherwise.

1.2

1.3

"Customers" and thus contractual partners areentrepreneurs within the meaning of § 14 German Civil Code(hereinafter "Entrepreneurs") or consumers within themeaning of § 13 German Civil Code (hereinafter"Consumers"). Insofar as provisions of the General Terms
and Conditions are addressed to Entrepreneurs, theseprovisions shall only apply to Entrepreneurs. For Consumers,
the law shall apply insofar as nothing to the contrary isexpressly regulated in these General Terms and Conditions.
General terms and conditions of the Customer contradicting
or supplementing these General Terms and Conditions shall
only apply to the extent that ZEISS has expressly agreed tothem in writing. Without such express agreement, ZEISS'
Deliveries shall in any case be provided exclusively based onthese General Terms and Conditions, even if ZEISS is awareof Customer's general terms and conditions and executes
Customer's order without their express rejection.

1.4

References herein to the applicability of the law and statutory
provisions shall only have a clarifying meaning. Even without
an express reference, the law and statutory provisions shallapply unless they are amended or excluded herein.

2.

Performance data

2.1

Data, information, and advice in connection with ZEISS'
Deliveries are based on ZEISS' experience. The values
stated, including but not limited to performance data, areaverage values determined in tests under standard
laboratory conditions and are not guaranteed specifications.

2.2

All information about ZEISS' goods and services, including
but not limited to illustrations, drawings, weights, dimensions
and performance specifications contained in offers andprinted materials, are approximate average values. They are
not a guarantee of quality or durability, but approximate
descriptions or markings. Deviations customary in theindustry shall be allowed.

2.3

Goods are subject to normal wear and tear, which do notconstitute any warranty rights.

2.4

The description of goods as "used" is a quality agreement.
Signs of wear and tear, quality flaws or other limitations thatare visible or typically result from the characteristic of being
used are no defects in quality.

3.

Delivery

3.1

Unless expressly agreed otherwise, ZEISS shall deliver exworks (EXW INCOTERMS 2020) of the company of theZEISS Group using these General Terms and Conditions.

3.2

ZEISS owes the shipment of the Deliveries only if shipment
has been expressly agreed. If ZEISS at the request andexpense of the Customer ships goods to another place thanthe place of performance (hereinafter "Sales Shipment"),
ZEISS reserves the right to delivery by its own deliveryorganization.

3.3

Deadlines and dates are only binding delivery periods(hereinafter "Delivery Periods") if ZEISS has expressly
confirmed them as binding. Without express written
confirmation they are non-binding target dates.

3.4

Delivery Periods begin with the date of the order confirmation
by ZEISS (hereinafter "Order Confirmation").

3.5

In case of expiry of a deadline and date which has not been
expressly confirmed as "firm", "fixed" or "binding" in the Order
Confirmation, the Customer may set ZEISS a reasonable
Delivery Period two weeks after expiry. Upon expiry of thisDelivery Period Customer may cause ZEISS to be in default
by sending a reminder. In all other respects the occurrenceof default in delivery shall be governed by the statutory
provisions.

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3.6

If the Customer does not fulfil its obligations towards ZEISS,
including but not limited to default in acceptance and/or
payment, Delivery Periods are extended by this period of
default. Further legal or contractual claims and rights remain
unaffected.

3.7

ZEISS is entitled to partial Deliveries if these are reasonable
for the Customer. Partial Deliveries are reasonable for the
Customer, if a partial Deliveries is usable within the scope ofthe contractually intended purpose, the delivery of theremaining goods and services is ensured, and the Customer
does not incur any significant additional expenses or costs asa result (unless ZEISS agrees to bear the costs).

3.8

Without prejudice to the Customer's right to withdraw fromthe contract in case of a culpable breach of contract by ZEISSor due to a defect, a free right of termination by the
Entrepreneur is excluded. In all other respects the statutory
requirements and legal consequences apply.

3.9

Customer's contractual or statutory right of withdrawal shall
expire if the Customer is requested to exercise the right ofwithdrawal by ZEISS within a reasonable period of time anddoes not declare withdrawal before the expiry of this period.

4.

Export control

4.1

The sale, resale and disposal of Deliveries as well as any
associated technology or documentation may be governedby German, EU, US export control regulations and, if
applicable, the export control law of other countries. A resale
to embargoed countries, to denied persons or to persons who
use or may use the Deliveries for military purposes, for ABC
weapons or for nuclear technology is subject to an official
license. With its order, the Customer declares conformity withsuch laws and regulations and that the Deliveries will not bedelivered directly or indirectly to countries that prohibit or
restrict the import of these Deliveries. Customer declares toobtain all necessary licenses required for an export and/or
import.

4.2

If the fulfilment of an obligation is delayed due to licensing or
approval requirements or other requirements or procedures
under the applicable export control laws or regulations, theperformance time shall be extended accordingly by the
duration of such delay.

4.3

ZEISS and Customer have a right to refuse performance ofthe contract to the extent that such performance is prohibitedby applicable export control laws or regulations. The reason
for a refusal to perform must be communicated immediately.

4.4

The Customer shall not sell, export or re-export, directly or
indirectly, to the Russian Federation or for use in the RussianFederation any goods supplied under or in connection withthe contract that fall under the scope of Article 12g of Council
Regulation (EU) No 833/2014.

4.5

The Customer shall undertake its best efforts to ensure thatthe purpose of section 4.4 is not frustrated by any third parties
further down the commercial chain, including by possible
resellers.

4.6

The Customer shall set up and maintain an adequate
monitoring mechanism to detect conduct by any third parties
further down the commercial chain, including by possible
resellers, that would frustrate the purpose of section 4.4.

4.7

Any violation of sections 4.4, 4.5 or 4.6 shall constitute amaterial breach of an essential obligation of the contract, andZEISS shall be entitled to seek appropriate remedies,including, but not limited to:(i) termination of the contract; and(ii) a penalty of 50% of the total value of the contract or priceof the goods exported, whichever is higher, but minimum
50.000 EUR.

4.8 The Customer shall immediately inform ZEISS about any
problems in applying sections 4.4, 4.5 or 4.6, including any
relevant activities by third parties that could frustrate thepurpose of section 4.4. The Customer shall make available
to ZEISS information concerning compliance with the
obligations under sections 4.4, 4.5 and 4.6 within two weeks
following ZEISS’ request of such information.

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General Terms and Conditions of Sale
5.

Transfer of risk

5.1

The transfer of risk shall be governed by the statutory
provisions.

5.2

If, in case of a Sales Shipment, the shipment is delayed forreasons for which the Customer is responsible, including but
not limited to a delay in acceptance, the risk of accidental
deterioration and accidental loss shall pass to the Customer
upon ZEISS' notification of readiness for shipment. Further
contractual or statutory claims and rights, including but notlimited to damages and additional expenses (e.g. for storage
costs), shall remain unaffected.

6.

Payment

6.1

Only the prices stated in ZEISS' Order Confirmation apply.
Additional Deliveries will be charged separately.

6.2

All prices are net prices excluding value added tax, which theCustomer must pay in addition at the respective statutory
rate.

6.3

Unless otherwise expressly agreed in writing at the time of
conclusion of the contract, ZEISS' prices shall apply ex worksof the company of the ZEISS Group using these General
Terms and Conditions. The Customer shall in particular but
without limitation bear additional costs for freight, transport,
shipping and insurance, public charges (including withholdingtax), official permits and customs duties as well as packaging
costs exceeding the customary packaging. Section 15.4
applies to alleged subsequent agreements.

6.4

The price is due and payable within 30 days from the date of
the invoice and the performance of the Deliveries. Decisive
for the timeliness of the payment is the receipt of the payment
by ZEISS.

6.5

Upon expiry of the payment deadline, the Customer is indefault of payment. During default, ZEISS is entitled todemand default interest at the applicable statutory defaultinterest rate (§§ 288, 247 German Civil Code), whereby
ZEISS reserves the right to claim further damages. In case ofa merchant, ZEISS reserves the right to claim interest as ofthe due date (§ 353 German Commercial Code).

6.6

ZEISS reserves the right to provide Deliveries in whole or inpart only against advance payment. Such reservation will bedeclared at the latest with the Order Confirmation.

6.7

The Customer may only offset such claims that are
undisputed or have been finally legally established without
possibility to appeal or that are reciprocally linked to the main
claim (e.g. claims of the Customer due to defects inperformance).

6.8

An entrepreneur may only withhold its counter-performance
if such counter-performance is undisputed or has been finallylegally established without possibility to appeal.

6.9

In the event of default or non-performance of payments by
the Customer, ZEISS is entitled to perform outstanding
Deliveries only against advance payment or provision of
security and, if the advance payment or security is notprovided within two weeks, to withdraw from the contract
without setting a new deadline. Further legal or contractual
claims and rights remain unaffected.

7.

Retention of title vis-à-vis Consumers

7.1

ZEISS retains title to goods delivered to a Consumer until thepurchase price of these goods has been paid in full
(hereinafter "Reserved Goods" in section 7).

7.2

The Consumer must inform ZEISS immediately of any
seizure of the Reserved Goods or the opening of insolvency
proceedings against the Consumer's assets.

8.

Retention of title vis-à-vis Entrepreneurs

8.1

ZEISS retains title to goods delivered to Entrepreneurs until
full payment of all present and future claims, irrespective ofthe legal grounds, arising from the legal and business
relationship underlying the delivery (hereinafter "Reserved
Goods” in section 8).

8.2

The Entrepreneur is entitled to use the Reserved Goods andto sell them in the ordinary course of business only under the

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conditions of the following sections and until revoked by
ZEISS, and until it is not in default with its payment
obligations.
8.3

The Reserved Goods are processed or transformed in thename of and for ZEISS as manufacturer. If ZEISS cannot
acquire sole ownership in the event of processing,transformation, combination and intermixture of the Reserved
Goods with other goods, ZEISS acquires co-ownership of the
newly created movable thing in the ratio of the invoice valueof the Reserved Goods to the value of the other goods. If
ZEISS suffers a loss of rights as a result of processing,transformation,
combinationorintermixture,
theEntrepreneur hereby already transfers to ZEISS its
ownership or share in co-ownership to the new item to theextent of the value of the Reserved Goods and shall hold incustody the new item carefully and free of charge for ZEISS.
The retention of title extends to the new item, to which thesame applies as to the Reserved Goods.

8.4

The Entrepreneur hereby assigns to ZEISS any claims
against third parties arising from the resale of the Reserved
Goods or the new item in their entirety or in the amount of
any co-ownership share. If Reserved Goods are sold by the
Entrepreneur together with other goods not supplied by
ZEISS at a total price, the assignment is made in the amountof the invoice value of the respective Reserved Goods soldby ZEISS. If the assigned claim is included in a current
account, the Entrepreneur hereby assigns to ZEISS a part ofthe balance corresponding to the amount of its claim,
including the final balance from the current account. The
assignment of the claim serves as collateral to the same
extent as the Reserved Goods. ZEISS hereby accepts thisassignment.

8.5

Until revoked by ZEISS, the Entrepreneur is authorized tocollect the claims assigned to ZEISS.

8.6

The Entrepreneur shall retain title to the Reserved Goods visà-vis its customers on the same terms or, if the customer is aconsumer, to the extent permitted.

8.7

ZEISS is entitled to revocation, if the Entrepreneur does notproperly fulfil its payment obligations arising from thebusiness relationship with ZEISS or due to a breach ofcontract by the Entrepreneur. If ZEISS exercises its right torevocation, the Entrepreneur must, at ZEISS' request,
immediately disclose the assigned claims and their debtors,
provide all information necessary for the collection of theclaims, hand over to ZEISS the relevant documents andnotify the debtor of the assignment. ZEISS is also entitled to
notify the debtor of the assignment itself.

8.8

Any other use of the Reserved Goods is not permitted,
including but not limited to pledging or chattel mortgage(German: “Sicherungsübereignung”). The Entrepreneur must
inform ZEISS immediately of any impact on or danger to
ZEISS' Reserved Goods or collateral, including but notlimited to seizure, foreclosure or insolvency actions.
Furthermore, the Entrepreneur must immediately notify thethird party of the existing retention of title or collateral granted
to the benefit of ZEISS. If the Entrepreneur violates theseobligations, ZEISS reserves the right to demandcompensation from the Entrepreneur for the judicial andextrajudicial costs of legal defense and damages.

8.9

ZEISS will release the existing collateral insofar as therealizable value of the collateral exceeds 110 % of the
secured claims not only temporarily.

8.10 If ZEISS asserts the retention of title, this shall only bedeemed to be a rescission of the contract if ZEISS expressly
declares the rescission in writing.
8.11 In the event of a breach of contract by the Entrepreneur,ZEISS is entitled to withdraw from the contract in accordancewith the statutory provisions and/or to demand the return of
the Reserved Goods. In this respect, the Entrepreneur may
not assert any right of possession against ZEISS.
9.

Rights to software

9.1

The respective underlying license conditions (End User
License Agreements or "EULA") shall apply to all softwaredelivered to the Customer.

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General Terms and Conditions of Sale
For documentations and subsequent supplements todelivered software, ZEISS grants a non-exclusive and nontransferable right of use for the internal operation of the
Deliveries for which the software was delivered. For
documentation produced on behalf of the Customer and as
ZEISS' Deliveries, the Customer will be granted individual
licenses for end customers in the desired number to theextent of a non-exclusive and non-transferable right of use.

10.10The limitation period for claims arising from defects is one
year for Entrepreneurs and two years for Consumers.
However, in cases of section 11.5 as well as in case of liability
for damages based on intent or gross negligence, thelimitation period shall be governed exclusively by thestatutory provisions.

9.3

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

10.

Warranty

11.1 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.

9.2

10.1 If there is a defect in quality or defect of title (hereinafter"Defect") in Deliveries, the statutory provisions shall apply
unless otherwise expressly specified hereafter.
10.2 Cure shall be carried out at ZEISS' discretion either byremedying the defect or by providing a defect-free delivery(“Cure”). Such cure shall not include the dismantling, removal
or disassembly of the delivered good or fitting or assembly ofa defect-free good, if ZEISS was not originally obliged toperform these performances; claims of the Customer for
reimbursement of corresponding costs shall remain
unaffected.
10.3 The Customer shall give ZEISS the time and opportunity
necessary for remedying the defect or providing a defect-freedelivery of goods and services. The delivery of goods andservices claimed to be defective shall be returned to ZEISS
for examination in their original or equivalent packaging.
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 as aresult of the unjustified request to remedy the defect if the
Customer knew or was negligent in not knowing that there
was actually no defect.
10.4 An Entrepreneur who is also a merchant within the meaningof the German Commercial Code (HGB) shall comply with its
statutory obligation to inspect and give notice of defects
immediately in writing or in text form (§§ 377, 381 HGB). In
case of goods intended for installation or other further
processing, an inspection must in any case take place
immediately before processing.
10.5 ZEISS is entitled to refuse Cure in accordance with thestatutory provisions. Cure may also be refused if the
Customer has not sent ZEISS the respective goods forinspection.
10.6 The Customer may declare withdrawal from the contract ordemand a reduction of the remuneration in accordance withthe statutory provisions, however at the earliest after theunsuccessful expiry of a reasonable deadline set by the
Customer for Cure, unless the setting of a deadline for Cureis dispensable in accordance with the statutory provisions. In
the event of withdrawal, the Customer shall be liable fordeterioration, destruction, and unrealized benefits in theevent of intent and any negligence.
10.7 If ZEISS' operating or maintenance instructions are notadhered to, changes are made to the Deliveries, parts are
replaced or consumables not complying with the original
specifications are used, no warranty exists unless the
Customer proves that the defect is not due to this. For a
Consumer, § 477 German Commercial Code remains
unaffected.
10.8 Rectifications and replacement deliveries by ZEISS based ona notification of defects by the Customer are carried out
without prejudice and only lead to a new start of the limitation
period if ZEISS expressly declares an acknowledgement.
10.9 Section 11 shall apply to any claims for damages andreimbursement of expenses of the Customer due to actual
defects. However, in the cases of sections 11.5 as well as incase of liability for damages based on intent or grossnegligence, the rights of the Customer shall be governed
exclusively by the statutory provisions.

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11.

Limitation of liability

11.2 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 thecontract and the achievement of the purpose of the contract,
ZEISS' liability shall be limited to the amount of the damage
typical for the contract and foreseeable at the time of
conclusion of the contract.
11.3 In all other respects ZEISS' liability is excluded. The
distribution of the burden of proof remains unaffected.
11.4 The exclusions and limitations of liability contained in
sections 11.1 to 11.3 also apply if a person for whom ZEISS
is responsible breaches a duty.
11.5 The exclusions and limitations of liability contained in
sections 11.1 to 11.4 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 purchase has acertain quality at the time of the transfer of risk and thatZEISS intends to be responsible for all consequences of its
absence irrespective of fault), or for damage resulting frominjury to life, body or health, as well as in the case of
mandatory liability under the laws on product liability.
11.6 The limitation period for claims for damages against ZEISS is
one year for an Entrepreneur and two years for a Consumer,
beginning with the delivery of the item to the Customer. In thecase of tortious liability, the limitation period shall commence
upon knowledge or grossly negligent ignorance of thecircumstances giving rise to the claim and of the person liable
to pay compensation. However, in case of section 11.5 aswell as in the case of liability for damages based on intent or
gross negligence, the limitation period shall be governed
exclusively by the statutory provisions.
11.7 If the Customer is an intermediary seller for the goods
delivered to it and the end buyer of the goods is a consumer,
the limitation period for any action of recourse against ZEISSby the Customer shall be the limitation period specified bystatute.
11.8 When supplying software, ZEISS is only liable for the loss oralteration of data caused by the software to the extent thatsuch loss or alteration would have been unavoidable even if
the Customer had fulfilled its data backup obligation at
adequate intervals, however, at least daily.
11.9 The unlimited liability under sections 11.1 and 11.5 shallprevail over any limitation or exclusion of liability within these
General Terms and Conditions, even if no express reference
is made to the priority of sections 11.1 and 11.5.
12.

Force majeure
ZEISS shall not be liable for impossibility of delivery or fordelays in delivery insofar as these are caused by force
majeure or other events that were not foreseeable at the time
the contract was concluded (e.g. operational disruptions ofany kind, difficulties in the procurement of materials orenergy, transport delays, strikes, lawful lockouts, shortagesof labor, energy or raw materials, difficulties in obtaining
necessary official permits, pandemics or epidemics, official
measures or the failure of suppliers to deliver, to delivercorrectly 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 substantiallymore difficult or impossible for ZEISS to provide the delivery
or service and the hindrance is not only of temporary
duration, ZEISS shall be entitled to rescind from the contract.
In the event of hindrances of temporary duration, the delivery

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General Terms and Conditions of Sale

13.

or service deadlines shall be postponed by the period of thehindrance plus a reasonable start-up period. Insofar as the
Customer cannot reasonably be expected to accept the
Deliveries as a result of the delay, Customer may rescindfrom the contract by means of an immediate written
declaration to ZEISS.

16.3 Provided that the Customer is a merchant, a legal entity
under public law or a special fund under public law. German
law shall apply under exclusion of the international conflict oflaws provisions thereof and under exclusion of the United
Nations Convention on Contracts for the International Sale ofGoods (CISG).

Industrial property rights, copyrights

16.4 A written contract or written confirmation shall be decisive forthe proof of existence and content of subsequent
agreements, amendments, and supplements. The possibility
to proof to the contrary remains unaffected.

13.1 If claims are made against the Customer for infringement of
an industrial property right or a copyright because theCustomer uses the Deliveries of ZEISS in the contractuallyspecified manner, ZEISS shall be responsible to obtain theright to continue to use them. Precondition is that theCustomer notifies ZEISS immediately in writing of such thirdparty claims and that ZEISS' rights to take all appropriate
defensive and out-of-court actions are reserved. If, underthese preconditions, further use of the Deliveries is notpossible under economically justifiable conditions, it isagreed that ZEISS shall, at its discretion, either modify orreplace the Deliveries to remedy the defect of title or takeback the Deliveries and refund the purchase price less anamount taking into account the age of the Deliveries and theperiod of use.
13.2 The Customer is only entitled to further legal claims forinfringement of industrial property rights or copyrights within
the limits of section 11. ZEISS has no obligations under
section 12.1 if the infringement is caused by the fact thatZEISS' Deliveries are not used in the contractually specified
manner or are used together with third-party components.
14.

Disposal

14.1 The Customer shall observe the information accompanying
the goods from ZEISS when disposing of the Deliveries, inparticular the goods, and ensure the correct disposal or reuseof Deliveries in accordance with the statutory regulations.
14.2 If the Customer is an Entrepreneur, it is obliged to carry out
the disposal at its own expense. In the event of resale of the
Deliveries, in particular the goods or their components, theCustomer shall transfer its obligation to the next buyer. If thenext customer is a consumer, the statutory provisions
regarding disposal shall apply.
15.

Confidentiality, data protection

15.1 Unless expressly agreed otherwise in writing, information
provided to ZEISS in connection with orders shall not be
considered confidential unless confidentiality is evident or
expressly marked by the Customer.
15.2 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 the Customer
shall comply with the applicable data protection
regulations, in particular the European General Data
Protection Regulation (GDPR) as well as additional
contractual requirements pursuant to Art. 28 (3) of the
GDPR.
16.

Final provisions

16.1 If the Customer is a merchant, a legal entity under public law
or a special fund under public law, the place of jurisdiction
shall be the registered office of the company of the ZEISSGroup using these General Terms and Conditions. ZEISS isnevertheless entitled to assert claims against the Customer
at the place of jurisdiction responsible for the Customer's
registered office. This section 15.1 does not apply toConsumers.
16.2 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.

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