Terms of delivery and payment                                                               Version July 2005

 

 

1. General terms: Allorders are accepted and carried out by LINOS Photonics GmbH & Co. KGexclusively on the basis of the following conditions. The purchaser recognisesthese conditions by placing orders. Deviations from these conditions are onlyvalid if agreed in writing.

Our quotations are not binding, but shall beunderstood as invitation to the buyer to make a purchase offer. There will onlybe a valid contract after acceptance of the buyer's order (purchase offer) byLINOS. If there are discrepancies between acceptance and order, the acceptanceshall 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 dateof the receipt of the order apply.

Ourquotations are not binding until an order placed on the basis of the quotationconditions is confirmed by us. None of the information included in our printeddocumentation about design, workmanship, dimensions and weights is binding. Weare entitled to make partial deliveries and to deliver up to 10% more or lessthan the quantity ordered.

Ifthe delivery date cannot be observed because of industrial disputes or becauseof 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 andall reasonable efforts were made, then the delivery period is extended by theduration of the hindrance.

Unlessagreement is reached to the contrary, delivery of call-off orders must be takenwithin one year.

 

3. Insurance: Weobtain insurance cover against transport risks for all our shipments at thepurchaser's expense.

 

4. Notification of faults and liability: The goods delivered must be checked immediately. Obvious faults that arefound must be notified in writing within 10 days of receipt of the goods.

Warrantyclaims 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 onlyaccept liability in the case of breakage or other damage to the material ifthis 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 thematerial itself.

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

Whenproducing according to third-party drawings, we accept no liability regardingthe 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 areasonable additional period of time or can demand damages. Claims for damagesare limited to 5% of the value of the goods in arrears, unless gross negligencehas occurred. No further claims are accepted.

 

6. Payment: Wereserve the right in each individual case, particularly where specialproduction orders are involved, to demand complete or partial prepayment. Inthe 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.

Wereserve the right to accept discountable bills of exchange. The bank discountrate is charged from the due date of the invoice onwards. The expenses must bepaid 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.

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

Ifpayments are not made in spite of reminders or if circumstances arise that havea 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 bankruptcyproceedings), all the claims that we hold against the purchaser are dueimmediately. This applies to claims on the basis of bills of exchange too.

 

7. Retention of title: Goodswe have supplied remain our property until the relevant account balance hasbeen paid completely. Cheques and bills of exchange are only credited finallywhen they have been honoured.

Thepurchaser is entitled to sell, process and/or integrate the goods in normalbusiness transactions. He already assigns all the claims and rights arisingfrom resale or processing or integration to us up to the amount of the accountbalance or transfers title to the new goods to us. The purchaser is allowed tocollect the claims, provided he meets his payment commitments. We releasesecurities when they are in excess of 20% more than our claims.

Ifthe goods are seized by third parties, the purchaser undertakes to drawattention 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 doesnot represent withdrawal from the contract.

Findingsthat we reach and technical data that we compile in the development of productsto be manufactured on behalf of the purchaser always remain our property, evenif 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 specialequipment, the tools remain our property even after payment has been made. Weonly undertake to use these tools in production without making another chargefor 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 respectiveplace of delivery. The place of jurisdiction is Göttingen. We are entitled toenforce claims at the place of jurisdiction of the purchaser too. In thisevent, the purchaser is obliged to reimburse the costs we incur in the legalaction and the enforcement of judgement, including the costs and charges of thelawyers 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.