Terms of delivery and payment

Version July 2005

 

1. General terms:

All orders are accepted and carried out by LINOS Photonics GmbH & Co. KG exclusively on the basis of the following conditions. The purchaser recognises these conditions by placing orders. Deviations from these conditions are only valid if agreed in writing.

Our quotations are not binding, but shall beunderstood as invitation to the buyer to make a purchase offer. There will only be a valid contract after acceptance of the buyer's order (purchase offer) by LINOS. If there are discrepancies between acceptance and order, the acceptance shall be considered as new offer.

 

2. Quotations and deliveries:

Our prices apply from the respective place of delivery, excluding packaging. Where we supply products included in price lists, the euro prices on the date of the receipt of the order apply.

Our quotations are not binding until an order placed on the basis of the quotation conditions is confirmed by us. None of the information included in our printed documentation about design, workmanship, dimensions and weights is binding. Weare entitled to make partial deliveries and to deliver up to 10% more or less than the quantity ordered.

If the delivery date cannot be observed because of industrial disputes or because of unforeseeable circumstances that are outside our control, such as shortagesof material or energy, or because of failure on the part of our suppliers todeliver accurately or punctually in spite of careful choice of the suppliers,and if punctual delivery was not possible even though due care was taken and all reasonable efforts were made, then the delivery period is extended by the duration of the hindrance.

Unless agreement is reached to the contrary, delivery of call-off orders must be taken within one year.

 

3. Insurance:

We obtain insurance cover against transport risks for all our shipments at the purchaser's expense.

 

4. Notification of faults and liability:

The goods delivered must be checked immediately. Obvious faults that are found must be notified in writing within 10 days of receipt of the goods.

Warranty claims about faults that have not been notified in good time are not accepted. We handle parts sent to us to the best of our knowledge and ability, but only accept liability in the case of breakage or other damage to the material if this damage is attributable to gross negligence on our part and at most only upto the agreed costs of processing the material concerned, but not for the material itself.

Liability for faults is limited to the delivered value of our products. No more extensiveliability is accepted - particularly claims for compensation for more extensive damage - except if gross negligence has occurred or major contractual commitments have been violated. The same applies to claims arising from culpain contrahendo, positive violation of claims and other legal reasons. We are liable for the provision of guaranteed properties. Consequential damage arising from faults can only be acknowledged if it is covered by our guarantee and wasthe result of gross negligence.

When producing according to third-party drawings, we accept no liability regarding the infringement of third-party property rights.

 

5. Default and impossibility:

In the case of default or impossibility for which we are responsible, the purchaser can withdraw from the contract after unsuccessfully granting a reasonable additional period of time or can demand damages. Claims for damages are limited to 5% of the value of the goods in arrears, unless gross negligencehas occurred. No further claims are accepted.

 

6. Payment:

We reserve the right in each individual case, particularly where special production orders are involved, to demand complete or partial prepayment. In the other cases, payment must be made 14 days after the invoice date with a 2% discount or within 30 days after the invoice date without any deduction.

We reserve the right to accept discountable bills of exchange. The bank discount rate is charged from the due date of the invoice onwards. The expenses must be paid immediately. Credit entries relating to bills of exchange and cheques arealways subject to them being honoured. They are credited with a value date onthe day on which the amount is at our disposal.

In the case of delayed payment, default interest amounting to at least 8% more than the current base rate according to §§ 247, 288 of the German Civil Code ischarged.

If payments are not made in spite of reminders or if circumstances arise that have a considerable adverse impact on the credit standing of the purchaser (e.g.futile seizure, bills of exchange or cheques that are not honoured, suspensionof payment, application for the institution of composition or bankruptcy proceedings), all the claims that we hold against the purchaser are due immediately. This applies to claims on the basis of bills of exchange too.

 

7. Retention of title:

Goods we have supplied remain our property until the relevant account balance has been paid completely. Cheques and bills of exchange are only credited finally when they have been honoured.

The purchaser is entitled to sell, process and/or integrate the goods in normal business transactions. He already assigns all the claims and rights arising from resale or processing or integration to us up to the amount of the account balance or transfers title to the new goods to us. The purchaser is allowed to collect the claims, provided he meets his payment commitments. We release securities when they are in excess of 20% more than our claims.

If the goods are seized by third parties, the purchaser undertakes to draw attention to the retention of title and to inform us immediately. In caseswhere there are breaches of contract, particularly default in payment, weretain the right to take back the reserved goods. Taking the goods back does not represent withdrawal from the contract.

Findings that we reach and technical data that we compile in the development of products to be manufactured on behalf of the purchaser always remain our property, even if we invoice the purchaser a share of the costs incurred.

 

8. Tools and special equipment:

In cases where we charge some of the costs of tools and/or special equipment, the tools remain our property even after payment has been made. We only undertake to use these tools in production without making another charge for them when subsequent orders are placed within a reasonable period of time.

 

9. Place of performance and jurisdiction:

The place of performance for delivery and payment is the respective place of delivery. The place of jurisdiction is Göttingen. We are entitled to enforce claims at the place of jurisdiction of the purchaser too. In this event, the purchaser is obliged to reimburse the costs we incur in the legalaction and the enforcement of judgement, including the costs and charges of the lawyers commissioned, even if these costs are not reimbursed according to theprovisions of local law.

It is agreed that the laws of the Federal Republic of Germany apply and that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.