General terms and conditions of sale of MueTec Automatisierte Mikroskopie und Messtechnik GmbH

§ Section 1 General information

(1) The following terms and conditions of sale and delivery apply exclusively to all deliveries and other services; they shall apply only to entrepreneurs as defined by Section 310 paragraph 1 in combination with Section 14 of the German Civil Code (BGB).

Insofar as the term "sale" or "vendor" is used, other services of the company such as maintenance or repairs are thus also included by this term.

(2) Deviating conditions of the purchaser, which the vendor does not expressly acknowledge, are non-binding, even if the vendor does not expressly oppose them.

(3) The inclusion and interpretation of these terms and conditions of sale and delivery as well as the conclusion and interpretation of legal transactions with the purchaser itself shall also be exclusively governed by the law of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods relating to movable objects, the Uniform Law on the International Purchase of Movable Objects of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.

(4) The ineffectiveness of individual provisions of this contract or its components shall not affect the effectiveness of the remaining provisions. The contracting parties are obliged to make all reasonable efforts in good faith to replace an ineffective provision by an effective arrangement equivalent to their economic success, provided that no substantial change in the content of the contract is caused as a result of it; the same applies if a matter which is in need of regulation is not expressly regulated.

(5) The place of performance for all obligations resulting directly or indirectly from this contractual relationship, including the obligation to pay, shall be the registered office of the vendor.

(6) The place of jurisdiction shall be the relevant court for the registered office of the vendor insofar as the purchaser is a businessman. The vendor is also entitled to take legal action at a court that is responsible for the headquarters or a branch of the purchaser.

§ Section 2 Offers, scope of services and conclusion of contract

(1) Contract offers provided by the vendor are non-binding.

(2) The vendor’s confirmation of order shall exclusively determine the scope of the contractually agreed performance.

(3) The vendor reserves the right to make changes to the design, the material selection, the specification and the type of construction even after sending an order confirmation insofar as these changes do not contradict the confirmation of order or the specification of the purchaser. In addition, the purchaser shall declare its acceptance of any additional proposed changes of the vendor insofar as these are reasonable for the purchaser.

(4) Partial deliveries are permissible.

(5) The documents on which the offer or the confirmation of order are based, such as illustrations, drawings, measurement and weight information, shall generally only be understood as approximate values unless they are expressly designated as binding.

§ Section 3 Prices and terms of payment

(1) The prices apply ex-works, excluding packaging and other shipping expenses and transport charges. The packaging is calculated at cost and shall only be taken back if the vendor is obliged to do so due to compulsory legal regulations.

(2) If a period of more than 4 months expires between conclusion of the contract and delivery without a delay in the delivery on the part of the vendor for which it is responsible, the vendor can increase the price appropriately, taking account of material, wage and other incidental costs incurred by the vendor. If the purchase price increases by more than 40%, the purchaser shall be entitled to withdraw from the contract.

(3) If the vendor takes into account any wishes for changes on the part of the purchaser, the resulting additional costs shall then be charged to the purchaser.

(4) If the payment period is culpably exceeded, interest of 8% above the respective base rate of interest that currently applies shall be charged subject to the assertion of further claims.

§ Section 4 Set-off and right of retention of payments

Setting off and retention of payments shall be excluded unless the set-off claim is not disputed or deemed to be legally enforceable.

§ Section 5 Delivery deadline

The indication of a delivery date is made at our best discretion and shall be extended appropriately if the purchaser for its part delays or neglects acts of cooperation that are necessary or have been agreed upon. The same applies to measures in the context of industrial disputes, in particular strike and lockout, and in the event of the occurrence of unforeseen obstacles which are beyond the vendor's control, e.g. delays in delivery of a subcontractor, traffic and operating disruptions, material or energy shortages, etc. Changes in the delivered goods caused by the purchaser also lead to a reasonable extension of the delivery deadline.

§ Section 6 Transfer of risk

The risk is transferred to the purchaser as soon as the vendor has made the goods available to the purchaser and informs the purchaser to this effect.

§ Section 7 Reservation of title

(1) The vendor reserves the title to the delivered goods until full payment has been made. The reservation of title shall also apply until all claims, including future and conditional claims arising from the business relationship, have been fulfilled between the purchaser and the vendor.

(2) The purchaser is not authorised to the transfer by way of a security or the pledging of the goods but is authorised to resell the conditional goods in regular business transactions. It thus hereby already assigns the claims resulting from this vis-à-vis its business partners to the vendor.

(3) If the goods are treated or processed by the purchaser, the retention of title also extends to the entire new item. The purchaser acquires joint ownership in the same proportion as the value of its goods corresponds to the value of the goods delivered by the vendor.

(4) If the value of all of the vendor’s securities exceeds the existing claims by more than 10 % for a sustained period the vendor shall release certain securities of its choice upon the request of the purchaser.

(5) The vendor is entitled to assert its rights of retention of title without withdrawing from the contract.

§ Section 8 Claims for defects

(1) If the purchase is a commercial transaction for both parties, the purchaser has to inspect the goods immediately upon receipt, insofar as this is possible in the proper course of business, and, if a defect is revealed, to immediately notify the vendor of this.  If the purchaser fails to provide this notification, the goods shall be deemed to have been approved, unless the defect is a defect that was not apparent during the inspection. In other respects Sections 377 et. seqq. of the German Commercial Code shall apply.

(2) The claims resulting from defects shall be limited to the right of subsequent performance. In the event of the failure of the supplementary performance, the purchaser shall have the right, at its discretion, to demand a reduction of the remuneration or cancellation of the contract.

(3) Any further claims of the purchaser, insofar as these are not the result of the assumption of a guarantee, shall be excluded. This shall not apply if the vendor was guilty of intent, gross negligence or the violation of essential contractual obligations.

(4) Claims for defects become time-barred one year after delivery of the purchased item.

§ Section 9 Liability

Claims for damages on the part of the purchaser are excluded. This shall not apply if the vendor was guilty of intent, gross negligence, or the violation of essential contractual obligations or acceptances of guarantees.