General Terms and Conditions of Sale

1.

GENERAL

1.1

Any delivery of goods and services by Carl Zeiss Canada
Limited or Carl Zeiss Vision Canada Inc. (“ZEISS”) as theseller to the customer (“Customer”) shall be subject to theTerms and Conditions of Sale set forth herein exclusively,
except where other agreements have been explicitly
made.

1.2

Any of the Customer’s terms and conditions that areinconsistent with or supplement the Terms andConditions of Sale set forth herein shall only apply to theextent ZEISS has explicitly consented in writing. Without
such consent, delivery of goods and services of or by
ZEISS shall be based exclusively on the Terms andConditions of Sale even if the Customer has referred to its
own terms and conditions in its order or otherwise.

1.3

Any claims held against ZEISS may not be assigned tothird parties.

1.4

The sale, resale and the disposal of goods and services
including any associated technology or documentation
may be governed by Canadian export control regulations
as well as by the export control regulations of further
countries. Any resale of goods to embargoed or
sanctioned countries or persons, or to persons that use or
may use the goods for military purposes, ABC weapons
or nuclear technology is prohibited or subject to an
official license. Customer represents and warrants by its
order the conformity with such statutes and regulations
and that the goods and services will not directly or
indirectly be delivered into or to any such embargoed or
sanctioned countries or persons or to countries thatprohibit or restrict the import of such goods or services,and that Customer has obtained all licenses required forexport and import.

2.

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 or excise (including GST, HST and QST, asapplicable) 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 works
ZEISS or the manufacturer specified in the orderconfirmation of ZEISS, using these Terms and Conditionsof Sale. In particular, Customer shall bear all additionalcosts for freight, transport, shipping and insurance, publiccharges (including withholding tax), official permits andcustoms duties as well as packaging costs exceeding thecustomary packaging. Section 14.4 applies to any otheror subsequent agreements.

4.

DELIVERY

4.1

Unless otherwise expressly agreed, ZEISS shall deliver exworks (EXW INCOTERMS 2010) ZEISS or the
manufacturer specified in the order confirmation of ZEISS,
using these Terms and Conditions of Sale.

4.2

Delivery periods shall only be deemed to have been
agreed by ZEISS if they have been expressly confirmed inwriting. Delivery periods shall begin on the date of theorder confirmation by ZEISS, however, in no case prior tosettlement of all details relating to an order including thefurnishing of any required official certificates. Delivery
periods shall be deemed to be met on delivery of goods
to a carrier for shipment to the Customer or on timely
notification of readiness to ship if the delivery of goods
and services cannot be shipped in time through no faultof ZEISS.

4.3

With respect to periods and dates which are not fixed in
the order confirmation, the Customer may set a
reasonable delivery period for delivery and performance
two weeks after the expiry of such period or date. ZEISS
shall only be in default after expiry of such delivery period
and upon written reminder of the Customer delivered to
ZEISS. In all other respects the occurrence of delay indelivery shall be governed by applicable law.

INFORMATION, ADVICE
Information and advice in relation to ZEISS’ goods andservices are based on ZEISS’ existing experience. Anyvalues quoted as part thereof, including but not limited
to performance data, are average values determinedthrough experiments under standard laboratory
conditions. ZEISS does not assume any obligation toprecisely meet the quoted values and possible areas ofapplication. Section 10 of these Terms and Conditions ofSale governs any issues of liability.

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4.4

Without prejudicing ZEISS’ further legal rights including
but not limited to rights due to default of Customer,
periods and dates 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 make partial deliveries and provide
partial services if these are reasonable for the Customer.

4.6

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

4.7

The Customer is not entitled to rescind the contract due
to a failure of performance including a defect for whichZEISS is responsible, unless ZEISS fails to remedy such
failure of performance in accordance with these Terms
and Conditions of Sale or within a reasonable period oftime .

passing of risk shall be borne by the Customer. Further
claims remain unaffected.

5.5

If the Customer defaults in accepting goods, ZEISS shallbe entitled to claim compensation for the expenses
incurred by ZEISS and with default of acceptance the riskof accidental deterioration, loss and destruction shall passto the Customer.

6.

PAYMENT

6.1

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

6.2

Immediately upon default of payment or from the duedate, ZEISS shall be entitled to demand interest at the“prime rate” from time to time published by the Bank of
Canada plus 9 percent per annum. ZEISS reserves theright to claim a higher actual damage.

4.8

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

6.3

Customers may only offset against a counterclaim whichis uncontested by ZEISS or has been determined in favourof Customer by a court of competent jurisdiction in a final
and non-appealable judgement.

4.9

The rights of the Customer according to section 10 andthe legal rights of ZEISS remain unaffected.

6.4

5.

SHIPMENT, PASSING OF RISK

5.1

ZEISS shall only be responsible to the Customer for the
shipment of goods if this has been expressly agreed inwriting by ZEISS. Subject to section 5.2 or any otherexpress agreement, shipment and transport of goods
shall be at the risk and expense of the Customer.

5.2

If ZEISS, at the request of the Customer, ships goods toanother place than the place of intended use or
installation, the risk of accidental deterioration andaccidental loss shall pass to the Customer as soon as ZEISS
has handed the goods over to the person specified tocarry out the shipment.

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

7.

RETENTION OF TITLE

7.1

ZEISS reserves the right of ownership 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 shall be notified by
Customer immediately of any seizure or other access to
the goods subject to retention of title by third parties; thesame shall apply if an application for the opening ofinsolvency, bankruptcy or other similar proceedings has
been filed.

5.3

Unless otherwise agreed in writing with the Customer,
ZEISS reserves the right to ship goods through its own
shipper.

5.4

If a shipment is delayed for reasons to be attributed to
the Customer, the risk of accidental deterioration, loss
and destruction shall pass to the Customer upon
notification of ZEISS’ readiness to ship. Storage costs after

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7.2

7.3

7.4

If the goods subject to retention of title are processed ortransformed, the processing and transforming is carriedout in the name of and for ZEISS as manufacturer. In theevent of processing, transforming, combining orintermixture of goods subject to retention of title withother goods by the Customer, ZEISS shall be entitled toco-ownership of any new object inasmuch as the invoiced
value of goods subject to retention of title relates to thevalue of the other involved goods. Where ZEISS loses
ownership due to processing, transforming, combining orintermixture with other goods, the Customer herewith
and without further act or formality transfers ownershipof the new object to ZEISS to the extent of the value ofthe 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. Anyrights of ownership or co-ownership resulting fromprocessing, transforming, combining or intermixture shallbe deemed to be goods subject to retention of title within
the meaning of section 7.1.
The Customer is only entitled to resell goods subject toretention of title or to process, transform or combine such
goods or mix them with other property within the scopeof proper business operations and as long as the
Customer is not in default. The Customer shall be
prohibited from taking any other disposition regarding
goods subject to retention of title until the purchase priceof the goods subject to retention of title has been paid infull. All enforcement costs will be charged to theCustomer if and to the extent that they cannot becollected from the Customer or a third party. If the
Customer grants its buyer additional time for payment of
the sales price, the Customer shall reserve title to thegoods 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 Customer is not authorised to resell and is prohibitedfrom reselling the goods subject to retention of title.
The Customer herewith assigns to ZEISS any claims
against third parties resulting from a resale of goods
subject to retention of title. They serve as collateral to thesame extent as the goods subject to retention of title. The
Customer shall only be entitled and authorised to resell
goods subject to retention of title if it is ensured that
Customer’s claims against third parties resulting from theresale are transferred to ZEISS.

7.5

If the Customer 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 theinvoice value of the goods subject to retention of title
initially sold by ZEISS.

7.6

If an assigned claim is included into a current account, theCustomer 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.

7.7

Until ZEISS gives notice of revocation, the Customer shallbe authorised to collect claims assigned to ZEISS. ZEISS
shall be entitled to such revocation, if the Customer fails
to meet its payment obligations under the business
relationship with ZEISS in due course. Upon such
revocation, the Customer shall, upon ZEISS’ request,
immediately notify ZEISS of any assigned claims with therespective debtors, furnish all data required for collectionof such claims, hand over all related documentation andnotify the debtors of the assignment. ZEISS reserves theright to notify the debtors of the assignment itself.

7.8

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 todemand that ZEISS release collateral of the choice ofZEISS having a value equal to such excess.

7.9

If ZEISS asserts the retention of title against the Customer,
this action shall only be deemed as rescission of thecontract if ZEISS expressly declares this in writing.

7.10

The Customer’s right to possess goods subject toretention of title shall be null and void, if the Customer
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 noother purpose than the internal operation of the delivered
goods and services for which such software is intended.
For documentation created and delivered at theCustomer's request, ZEISS shall grant that Customer
single end user licences in a reasonable quantity to theextent of a non-exclusive and non-transferable right of
use.

8.3

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

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Customer proves that the defect in question resulted fromanother cause

9.

WARRANTY

9.1

If there is a defect in quality or title (“defect”) in delivered
goods and services, the following provisions shall apply.

9.12

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

Remedy of defects and providing a defect-free delivery by
ZEISS based on a notification of a defect by the Customer
shall not extend the warranty.

9.13

Section 10 shall apply to any claims for damages andreimbursement of expenses by the Customer due todefects, including all cases of liability for damages caused
intentionally or by gross negligence or breaches of dutyby persons whose fault ZEISS is responsible for.

9.14

The limitation period for claims arising from defects shallbe one year.

10.

EXCLUSION AND LIMITATION OF LIABILITY

10.1

ZEISS shall only be liable for damages and reimbursementof expenses regardless of the legal grounds in the eventof intent, gross negligence or negligent breach of an
essential contractual obligation (a contractual obligation
whose breach endangers the proper execution of thecontract and the achievement of the purpose of thecontract) limited to the typical contractual damage
foreseeable at the time of conclusion of the contract.

10.2

For damages caused by delay in negligent violation of an
essential contractual obligation, ZEISS is liable for 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
to 10.3 shall not apply in cases ZEISS fraudulently
concealed a defect, or gave a guarantee of quality(representation by ZEISS that the object of purchase hasa certain characteristic at the time of passing of risk andthat ZEISS will be liable for all consequences of its absence
irrespective of fault), or for damages based on injury tolife, body or health, or in the case of strict liability under
the laws on product liability.

10.5

The limitation period for claims for damages against ZEISS
regardless of the legal basis shall be one year (whether
the Customer is the end user or an intermediate seller ofthe goods) from the date of delivery to the Customer or,in case of tortious claims, from the date the Customer
knew or ought to have known of the circumstances
justifying the claim and of the person liable to pay
compensation.

9.2

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

The Customer shall inspect goods upon receipt and shallgive prompt notice of defects immediately in writing to
ZEISS.

9.5

9.6

9.7

ZEISS shall be entitled to refuse cure if the Customer has
not sent the delivery of goods and services claimed to be
defective to ZEISS for examination at ZEISS’ request.
ZEISS shall not have any liability for any defects unless the
Customer has set a reasonable grace period to cure thedefect which ZEISS has failed to observe The Customer
shall be liable for any intentional or negligent actions that
result in destruction, loss of the goods or undrawn
benefits.
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,
representation, warranty or condition with respect toquality, merchantability, durability, fitness for the
purpose, description or otherwise, 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 used
is an agreement on quality. Flaws or restrictions which are
identifiable, or which typically result from being used shallnot 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

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10.6

The liability of ZEISS for software delivered by ZEISS shallbe limited to liability for losses or alteration of datacaused by 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 tosecure such data at appropriate intervals and at least once
per day.

10.7

In all other respects, the liability of ZEISS is excluded. The
burden of proof of liability remains with the Customer.

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 inusing 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 is agreed that ZEISS may, at the discretion of
ZEISS, modify or replace the particular good or service toremedy such breach, or take back such delivery or service
with refunding of the sales price previously paid to ZEISS
less a certain deduction to account for the age of thedelivery 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 notusing the delivered goods or services in the contractually
defined manner or by using them together with deliveries
or services other 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 applicable
law.

12.2

The Customer shall be obliged to dispose the goods at its
own costs. The Customer shall be obliged to transfer thisobligation on the purchaser of the goods or parts thereofin case of a resale of the goods.

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 expressly marked as confidential by the
Customer.

13.2

ZEISS shall be entitled to process personal data of the
Customer and to transfer personal data to affiliatedcompanies of ZEISS to the extent this is necessary for the
execution of the contract or provided that the Customer
has acknowledged the processing and transfer of
personal data. Any data subject is entitled to request
information regarding the content and use of thepersonal data processed by ZEISS. Any request by a data
subject shall be addressed to ZEISS using these Terms andConditions of Sale and will be handled in accordance withthe applicable data protection laws and regulations.
Without limitation, ZEISS shall comply with all applicablelaws with respect to the collection, storage, use anddisclosure of all personal information to which ZEISS hasaccess in connection with the provision of goods andservices to the Customer.

14.

MISCELLANEOUS

14.1

The Courts of the Province of Ontario shall have nonexclusive jurisdiction with respect to any suit, action orother proceeding between the parties relating to the saleof goods and services subject to these Terms andConditions of Sale. Each party hereby attorns andsubmits to the jurisdiction of such Courts for the purposesof enforcement of rights and remedies arising hereunder.
ZEISS may also take legal action against Customer in thejurisdiction of Customer’s place of business.

14.2

ZEISS will not take part in a dispute resolution process infront of an alternative dispute resolution entity and is not
obliged to do so.

14.3

The governing law of these Terms and Conditions of Saleshall be the law of the Province of Ontario 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).

14.4

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

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