General Terms and Conditions of Purchase

Laser 2000 GmbH General Terms and Conditions of Purchase

I. General Provisions

1. Scope of Application

1.1 The following Laser 2000 GmbH (hereinafter referred to as ‘Laser 2000’) General Terms and Conditions of Purchase (hereinafter ‘GTC’) apply exclusively. They also apply – as amended – to all future business relationships with the contracting party (hereinafter referred to as the ‘Supplier’). This also applies if they are not expressly agreed again.

1.2 Conflicting terms or conditions of the Supplier deviating from the terms and conditions of Laser 2000 shall not be accepted unless Laser 2000 has expressly agreed to their validity in writing. The terms and conditions of Laser 2000 shall also apply if Laser 2000 accepts the delivery without reservation in the knowledge of conflicting or deviating conditions of the Supplier.

1.3 The contracts concluded between Laser 2000 and the Supplier includes all written agreements on deliveries. Future agreements made between Laser 2000 and the Supplier must be set out in writing in the relevant agreement and any additional agreements.

1.4 These GTC are only binding for entrepreneurs and public law entities as set forth in Section 310, Paragraph 1 of the German Civil Code (BGB).

2. Conclusion of Contract

2.1. Mere inquiries from Laser 2000 regarding availability, articles, quantity, price, delivery time, and others do not constitute a legally binding offer.

2.2 Our order shall be deemed accepted by the Supplier if it does not contradict it within a period of five working days from receipt of the order. A written or electronic order confirmation must also be sent to us within five working days of receipt of our order.

2.3 If the Supplier wishes to deviate from our order in whole or in part, they must, within the access periods of five working days stipulated in Point 2.2, have detailed this by providing notice of any deviation. This modification of the Supplier represents a new offer from the Supplier. If no, insufficient, or no timely notice from the Supplier is provided, the contract with the content of our order is concluded. If the deviating contract confirmation of the Supplier is provided under the conditions of Clause 2.3, Sentence 1, Laser 2000 is not obligated to accept this modified offer. Silence on the part of Laser 2000 on this matter does not constitute an acceptance of this modified offer.

3. Scope of Delivery, Spare Parts

3.1 The Supplier warrants that their deliveries include all measures necessary for correct, safe, and economic use, that they are suitable for the intended use, and that they correspond to the state of science and technology as well as the documents underlying the order (specification, descriptions, patterns, drawings, and so on). The Supplier shall observe all relevant standards, laws, and regulations, in particular the relevant environmental protection, hazardous materials, dangerous goods, and accident prevention regulations, as well as the generally accepted safety and occupational health regulations and the factory standards of Laser 2000. The Supplier must inform Laser 2000 of the required regulatory approvals and reporting requirements for the import and operation of the delivery items.

3.2 Der Lieferant stellt Laser 2000 für alle gelieferten Waren deutschsprachige Bedienungsanleitungen zur Verfügung. Er versieht die Waren mit jeweils notwendigen Prüfzertifikaten und bei Bedarf mit Sicherheitshinweisen für eine gefahrlose Bedienung bzw. für gefahrloses Betreiben.

3.3 The Supplier shall ensure that they can supply Laser 2000 with the delivery items or parts thereof as replacement parts for a period of ten years after termination of the supply relationship on reasonable terms.

4. Remuneration, Maturity Date, Compensation, Right of Retention, Assignation

4.1 All agreed prices are fixed prices and are not subject to any subsequent changes, unless a different agreement has been made. Without special agreement, the delivery will be made DAP in accordance with Incoterms 2010 in the place of delivery named in order, or, unless no place of delivery is indicated in order, DAP at our registered office.

4.2 If the subject of the contract is imported goods, the price in € stated in the order is based on the exchange rate of the foreign currency valid on the day the order is sent to the contractor.

4.3 VAT is included in the price.

4.4 Laser 2000 reserves the right to recognize excess or short deliveries.

4.5 Invoices are to be submitted for each order place by Laser 2000 immediately upon delivery in duplicate, stating all order data (in particular the order number given in the order); the second copy of the invoice must be clearly marked as such. Several orders may not be combined in one invoice. The Supplier is responsible for all consequences arising from non-compliance with this obligation, unless they can provide proof that they are not responsible for them.

4.6 Advance payments will not be made. If the advance payment has been agreed, the payment claim will become due only if the Supplier has provided security by bank guarantee. The return of the bank guarantee shall take place after delivery of faultless goods or after successful acceptance (Item 2.3).

4.7 Laser 2000 shall pay the remuneration, unless otherwise agreed, within ten days with a 3 percent discount or within 30 days net after complete delivery of the goods free of defects and receipt of a verifiable invoice (Item 4.5). If premature deliveries are accepted, however, the period will begin at the earliest on the agreed delivery date.

4.8 The payment of the invoice does not constitute an acknowledgment of the goods or services as a defect-free, contractual, or complete delivery or service.

4.9 Laser 2000 is entitled to set-off and retention rights to the extent permitted by law.

4.10 The Supplier’s claims against Laser 2000 may only be assigned to third parties with the prior written consent of Laser 2000.

5. Delivery Time, Delay

5.1 The delivery dates or delivery periods specified in the order are binding.

5.2 Delivery deadlines are met if the subject of the contract has been received by Laser 2000 before it expires.

5.3 Partial deliveries will be accepted only with the express permission of the user.

5.4 Laser 2000 is not obligated to accept the delivery before the expiry of the delivery time.

5.5 The Supplier shall be obligated to notify Laser 2000 in writing without delay if circumstances occur or become apparent to it that indicate that the agreed delivery time cannot be met. The notification must be made stating the reasons and expected duration of the delay.

5.6 The Supplier is also in default without a warning from Laser 2000 if the goods have not arrived at Laser 2000 at the agreed delivery time.

5.7 GIf the Supplier defaults on its obligation to deliver and if Laser 2000 gives the Supplier a reasonable period of time to deliver, Laser 2000 shall be entitled, after fruitless expiry of the grace period, to withdraw from the contract. The right to claim damages shall remain unaffected this case.

5.8 In the event of default, Laser 2000 shall be entitled to demand a contractual penalty of 0.5 percent of the order value per commenced week, but no more than 5 percent of the order value. The Supplier is also liable for delays caused by its suppliers. Laser 2000 is entitled to assert the contractual penalty in addition to the performance; Laser 2000 undertakes to declare the reservation of the contractual penalty to the Supplier within a maximum of ten working days from receipt of the delayed delivery. The contractual penalty does not constitute a lump-sum compensation for damages. Further claims and rights remain reserved.

5.9 In the event of impossibility or inability of the Supplier to perform, the statutory provisions apply.

6. Terms of Delivery, Transport Insurance, Transfer of Risk, Disposal Responsibility

6.1 Orders place by Laser 2000 are subject to the Incoterms 2010 of the ICC Paris/version of 1 January 2011. The return of the packaging requires a special agreement.

6.2 Laser 2000 reserves the right to determine the shipping route and the mode of shipment as well as the means of transport and the type of packaging.

6.3 The Supplier is obligated to include packing slips or delivery notes for all deliveries of goods and to indicate the exact contents of the delivery, the order and item number of Laser 2000, and the corresponding customs tariff number for each product type. All accompanying documents must comply with the legal requirements (Germany, EU, place of destination) and must be sent to us electronically and separately. Shipment shall be indicated with the same information on the day of shipment, irrespective of the invoice issued by Laser 2000. If the Supplier fails to do so, Laser 2000 is entitled to refuse to accept the goods at the Supplier’s expense. In this case, the risk of accidental loss and accidental deterioration of the goods remains with the Supplier.

6.4 The Supplier is obligated to take out a transport insurance upon the request of Laser 2000. The costs of this are borne by the Supplier.

6.5 The applicable delivery address is usually noted on the order of the Laser 2000. If this is not the case with an order, the delivery address is generally the Laser 2000 location at Argelsrieder Feld 14, 82234 Wessling, Germany.

6.6 Deliveries to Laser 2000 must be made during the following opening hours of the Goods Receiving Office: Monday–Friday 8:00 a.m. to 12:00 p.m., 1:00 p.m. to 5:00 p.m.

6.7 The place of performance for deliveries to Laser 2000 corresponds to the delivery address stated on the order. If no delivery address is stated on the order, the place of performance for deliveries to Laser 2000 is its registered office (see 6.5); for direct deliveries to Laser 2000 customers, the place of performance is their delivery address.

6.8 The responsibility for the disposal of the delivered goods in accordance with legal regulations (ElektroG, etc.) lies exclusively with the Supplier. It is not permitted to transfer responsibility for the responsibilities and/or related obligations to Laser 2000 or to receive exemption from these obligations at the expense of Laser 2000.

7. Force Majeure

Events beyond the control of Laser 2000 or events based on force majeure release Laser 2000 from its contractual obligations for the duration of its existence and the extent of its effect. Force majeure is equal to all circumstances for which Laser 2000 is not responsible and which makes the fulfillment of the contract impossible or unreasonably difficult, such as legal strike or lockout, war, civil war, civil unrest, import and export bans, energy and raw material deficiencies, and official measures.

8. Property Rights of Third Parties

8.1 The Supplier warrants that the delivery is free of third-party rights.

8.2 The Supplier indemnifies Laser 2000 from all liabilities arising from the fact that a delivery or parts thereof are encumbered with third-party rights, in particular industrial property rights that exist in the Federal Republic of Germany. The same applies to foreign property rights of which the contractor was aware or was not aware due to gross negligence.

8.3 The Supplier’s obligation to indemnify relates to all expenses that Laser 2000 necessarily incurred as a result of or in connection with claims by a third party.

8.4 The Supplier is not entitled to acknowledge the claims of the third party and/or conclude agreements with the third party with regard to these claims without the written consent of Laser 2000.

8.5 Laser 2000 is entitled to obtain, to the extent necessary, the license of the holder of the infringed property right at the Supplier’s expense.

8.6 If the issue of infringement of intellectual property rights is in dispute, Laser 2000 shall have the right, for the duration of the dispute, to demand from the Supplier a security in the full amount of the impending damage.

8.7 The period of limitation of the indemnification claims is three years, calculated from knowledge by Laser 2000 of the claim by the third party, but at the latest after ten years from delivery.

9. Warranty

9.1 Laser 2000 is obligated to check the delivered goods for defects within a reasonable period; the complaint takes place in due time insofar as it is received by the Supplier within a period of two weeks from handover of the goods to Laser 2000. Defects that are not identifiable by proper inspection can be claimed by Laser 2000 within two weeks of their discovery.

9.2 The statutory warranty claims are unrestricted to Laser 2000. The Supplier shall bear all expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor, and material costs. The Supplier must provide proof that they are not responsible for the defectiveness of the goods.

9.3 In urgent cases, Laser 2000 is entitled, after notifying the Supplier, to remedy the defect itself or through third parties and to demand compensation for the necessary expenditures.

9.4 As long as defects exist, Laser 2000 has the right to withhold payment of the owed remuneration to an appropriate extent.

9.5 Warranty claims for material defects expire three years after delivery.

10. Product Liability

10.1 Insofar as the Supplier is responsible for any product damage, they are obligated to exempt Laser 2000 from third-party claims for damages, including the costs necessary to defend against these claims, provided that the cause lies within the Supplier’s sphere of control and organization and the Supplier themselves are liable externally.

10.2 In this context, the Supplier is also obligated to pay any expenses pursuant to 683, 670 of the BGB resulting from or in connection with a recall conducted by Laser 2000. Laser 2000 will, as far as possible and timely, inform the Supplier of the content and scope of the recall and give them the opportunity to comment. Further claims of Laser 2000 shall remain unaffected.

10.3 The Supplier undertakes to conclude and maintain product liability insurance with a coverage of at least € 2.5 million per person/property damage – lump sum. Further statutory claims of Laser 2000 shall remain unaffected.

11. Nondisclosure

Information supplied by Laser 2000 will not be made available to third parties by the Supplier unless it is generally known or otherwise well-known. This obligation of nondisclosure also applies after completion of the contract.

12. Ineffectiveness, Place of Performance, Jurisdiction, Applicable Law

12.1 Should any provision of the Laser 2000 GTC be ineffective, this shall not affect the validity of the remaining provisions.

12.2 The place of jurisdiction for all disputes arising from the business relationship is Regional Court I of Munich. Laser 2000, however, is also entitled to sue the contractor at their place of business.

12.3 Unless otherwise stated in the order, the place of business of Laser 2000 is the place of performance.

12.4 The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are excluded.

13. Data Storage

Laser 2000 is entitled to process and store the data of the Supplier received in the context of the business relationship within the meaning of the German Federal Data Protection Act, insofar as this appears expedient in the context of the execution of the contract.

II. Special Provisions for Special Orders

If the Supplier manufactures the subject of the contract according to information, drawings, or models of Laser 2000 itself, the following provisions shall apply in addition to the aforementioned regulations:

1. Documents, Confidentiality

1.1 Laser 2000 reserves the right of ownership and copyrights to samples, illustrations, drawings, calculations, films, stencils, slides, reproductions, blueprints, and other documents. They are to be used exclusively for production on the basis of the order.

1.2 All tools, devices, models, samples, illustrations, drawings, calculations, artwork, other aids, documents, and information provided for the execution of an order by Laser 2000 are to be marked as Laser 2000 property and, in addition to subsequently produced objects not be reproduced, sold, or transmitted to third parties, nor used for any purpose other than those contractually agreed, without the express written consent of Laser 2000. This shall also apply if the documents were not marked as confidential. They must be secured against unauthorized inspection or use and, upon termination of the contract, must be given to Laser 2000 – including any copies – without request to do so. The obligation to confidentiality also applies after the execution of this contract; it expires if and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations, and other documents has become generally known.

2. Specification of the Subject of the Contract by Laser 2000

2.1 The goods and special equipment, matrices, or the like suitable for their manufacture may only be delivered to third parties with the express consent of Laser 2000. This shall also apply if the Supplier has procured the special equipment, matrices, or the like at their own expense, or if Laser 2000 has refused to accept the goods provided because of late or defective delivery, or if Laser 2000 refrains from further orders despite proper delivery.

2.2 Suggestions for improvement made by the Supplier may only be exploited by Laser 2000 under patent law if they have arisen in connection with the execution of an order from Laser 2000.

3.Remuneration, Transfer of Risk, Warranty

3.1 The remuneration of the goods manufactured for Laser 2000 shall be paid within ten days with a 3 percent discount or within 30 days net after complete acceptance of the faultless goods and receipt of a verifiable invoice (Item 4.5), unless otherwise agreed. However, if premature deliveries are accepted, the period will begin at the earliest on the agreed delivery date.

3.2 The Supplier will declare readiness for acceptance after proper completion of the commissioned service and delivery and will hand over to Laser 2000 all documents pertinent to the subject of the contract. Laser 2000 will carry out the acceptance within two weeks after receipt of the readiness for acceptance or the delivery time. If the inspection of the contractor’s services requires commissioning of the order-related facilities or similar for test purposes, acceptance will only take place after successful completion of the test.

3.3 The risk of accidental loss or accidental deterioration passes to Laser 2000 upon acceptance of the delivery or service.

3.4 If Laser 2000 is obligated to inspect the delivered goods within a reasonable period of time for any defects, the complaint is made in good time provided that it is received by the Contractor within a period of two weeks from acceptance of the goods by Laser 2000. Defects that are not identifiable by proper inspection can be claimed by Laser 2000 within two weeks of their discovery.

3.5 Laser 2000 shall be notified of changes in the type or composition of the processed material or in the design execution compared to previous, similar deliveries and services before the start of production. These require the written consent of Laser 2000. Laser 2000 is not obligated to inspect supplies and services for their similarity upon receipt.

3.6 Warranty claims for material defects expire three years after acceptance.

4. Retention of Title, Provision

4.1 If Laser 2000 orders parts from the Supplier, Laser 2000 shall reserve the title to these.

4.2 Processing or alteration will be carried out by the Supplier for Laser 2000.

4.3 If the reserved goods are processed with other items not belonging to Laser 2000, Laser 2000 will acquire co-ownership of the new item in proportion to the value of the goods provided by Laser 2000 (purchase price plus VAT) to the other processed items at the time of processing.

4.4 If the item provided by Laser 2000 is inseparably mixed with other items not belonging to Laser 2000, Laser 2000 will acquire co-ownership of the new item in proportion of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is made in such a way that the subject of the contractor is to be regarded as the main item, it shall be deemed agreed that the Supplier assigns pro rata co-ownership to Laser 2000; the Supplier retains the sole ownership or co-ownership for Laser 2000.

5. Termination

Laser 2000 is entitled to terminate the contract at any time prior to completion. In this case, the Supplier is obligated to stop the work immediately. The Supplier is entitled to demand the agreed remuneration; however, they must be credited with what they save as a result of the termination of the contract, or acquires, or maliciously omits to acquire by using its labor elsewhere.