Sales, delivery and payment conditions

1. General: The following conditions apply exclusively to all of our business transactions, even if the orderer has stipulated other conditions. They shall be deemed accepted by the customer unless they are rejected immediately after we confirm the order. Additions or modifications agreed over the telephone or orally must also be confirmed in writing for them to become valid. All earlier sales conditions are hereby rendered null and void.

2. Our offers are non-binding. We reserve all the property rights and copyrights to the images and drawings included in our catalogues and brochures as well as all samples and other documents. They must not be made accessible to third parties without our approval and must be returned immediately on request. The specifications made concerning size and weight are non-binding.

3. Our prices are in euros (€) ex works, excluding packaging and VAT. The prices applicable on the day the goods are delivered are invoiced. We reserve the right to change our prices.

4. Minimum order surcharge: The value of small orders is often not comparable to the administrative efforts required. For this reason, we charge minimum order surcharges.

5. Delivery: Specified delivery periods begin on the date the order is confirmed and are non-binding. Claims for compensation based on delayed deliveries caused by operational faults, unforeseen difficulties in the procurement of raw materials and operating materials or in cases of force majeure will not be acknowledged. Withdrawal from orders is hereby excluded. Partial deliveries are possible at the orderer’s expense. In cases of special commissions, up to 10% more or less than the ordered quantity may be delivered. The delivered quantity will be invoiced.

6. Shipping is always performed at the orderer’s risk. If no shipping instructions are specified, the means of transport which appears most cost-effective will be chosen. We only offer insurance against transport damage if expressly requested by the orderer and at the latter’s expense.

7. Packaging is invoiced at factory costs. No packaging materials such as cardboard boxes, single-use plywood crates or standard wooden crates can be returned.

8. Payment: Our invoices are due net within 30 dates of being issued. If payment is received in cash within 10 days, we offer a 2% discount of the final invoice total on the proviso that all open invoices are settled. Multiple discount deduction and discount deductions beyond the due date as well as reductions of shipping and packaging costs cannot be acknowledged. Invoices for performed repairs must be paid immediately net and without discounts. If due dates are exceeded, the standard bank interests will be applied. Discountable bills of exchange are only accepted on the proviso of their redemption for payment. Discount charges and all other expenses are borne by the orderer. Companies which we are not familiar with must provide good references or declare that they agree to a cash-on-delivery shipment at 2% discount. Negative information will entitle us to impose alternative payment conditions subsequently and to demand securities or payment in advance. In this case, we are also entitled to withdraw from the contract. For problem solutions in the form of automatic production and inspection systems, for the production of equipment and for measurement and inspection systems with an order value of above € 5,000.00, the following payment conditions shall be deemed accepted: 1/3 on receipt of our order confirmation, 1/3 following drawing approval – before production begins, 1/3 within 30 days of successful delivery, net without deductions.

9. Retention of property: The delivered goods shall remain our property until all claims arising from our business relationship are settled, including claims which arise in the future and all auxiliary costs. When a balance is struck, the retention of property shall apply as security for the balance claim. In the case of reselling or any other claims over third parties on any other legal basis, the orderer hereby assigns us irrevocably all these claims and his claim for goods to be returned based on the retention of property by way of security. We hereby accept this transfer. If the goods are offered by the orderer as security or seized, he must inform us in writing immediately.

10. Complaints concerning the quality of the shipment must be reported within 5 days of receiving the goods. Otherwise, the delivery shall be deemed accepted. Our obligations are restricted to subsequent delivery or rectification of the defect or a credit note for the goods.

Further claims on the part of the buyer, e.g., withdrawal from the contract, cannot be acknowledged. Goods returned without receipt of the seller’s prior approval will not be accepted. In cases of partial deliveries, existing orders cannot represent cause for cancellation.

11. Guarantee: We offer the statutory guarantee for deliveries of our products. Natural wear and tear and damage caused by force, improper use or elementary factors are excluded from the guarantee. Returns are only accepted if agreed upon in advance. Replaced parts become our property.

12. Return of goods: Goods which have been sold and properly delivered will not normally be taken back. Exceptions can only be made in isolated cases and with prior approval. If we approve return of goods as a gesture of goodwill, 10% administration costs will be deducted from the orderer’s credit note sum. The goods must be returned free of charge. Our optical products must be packed individually and well. Subsequent work necessary because of insufficient packaging or other factors is invoiced at factory costs. Specially produced instruments which cannot be sold to other customers cannot be returned.

13. Data privacy: We hereby notify our business partners that we process and pass on their personal information with the help of electronic data processing in accordance with the regulations of the German Data Protection Act (Bundesdatenschutzgesetz) for business purposes.

14. The place of performance for delivery and payment is Wermelskirchen, Germany. The legal venue for all direct or indirect disputes arising from this contractual relationship, including actions on a bill, is Wermelskirchen, Germany.

Wermelskirchen, January 2006