GTC

AGB General Terms and Conditions.

LENSER Präzisionstechnik GmbH & Co KG, Kemptener Straße 48, D-89250 Senden.

Status February 2004

I. General information

1 We base our contracts (deliveries, services, orders) without exception on the following terms and conditions.
By placing an order or accepting our order, the contractual partner acknowledges our terms and conditions.

2 We hereby object to any conflicting terms and conditions.
They shall only apply if this is agreed in writing.
Terms and conditions of the contractual partner shall not become part of the contract even if we do not object to them again and provide or accept the contractually owed delivery/service without reservation.
In the event that we are the customer, the respective statutory provisions shall apply.

3. our terms and conditions shall also apply to all future transactions with the contractual partner.

4 Our terms and conditions are available for inspection on our business premises.
They can also be sent free of charge at any time on request.

II Conclusion of contract, content of contract

1. a contract is only concluded with our written order confirmation or with delivery of the agreed services.
However, we are obliged to notify any rejection of the order immediately in writing.
In the event that we are the customer, the contract shall be concluded in the absence of objection within 14 days of receipt of our order in accordance with our order.

2 Our offers remain subject to change.
The contractual partner is bound to his offer for a maximum of one month.

3. all agreements made upon conclusion of the contract must be recorded in writing; no agreements other than those recorded have been made.
The written form shall also be deemed agreed for ancillary agreements, warranties and subsequent amendments, including the rescission of the contract.

III Prices and payments

1. the prices are to be understood as the value of the goods/services without discounts and other rebates plus loading, packaging, freight and any insurance to be taken out only on the basis of special agreements and plus the applicable value added tax.

2. payment shall be made in EURO without any deductions and free of charges, upon delivery or transmission of the invoice or other billing document.

3. interest on arrears shall be charged at 8% p.a. above the respective base interest rate published in the Federal Gazette.
In addition to the statutory provisions, we shall be entitled to charge a higher default interest rate if we can prove a higher charge, unless the contractual partner can prove that no default interest loss has been incurred at all or that it is significantly lower.

4. money orders, checks and bills of exchange will only be accepted on account of performance and all discount and collection charges will be charged.

5. the contractual partner may only offset against our claims with undisputed, recognized or legally established counterclaims.

6. a right of retention may also only be exercised in the case of undisputed, recognized or legally established counterclaims and only if it is based on the same contractual relationship.

IV. Delivery and delay in delivery

1. the start of the delivery period stated by us presupposes the clarification of all technical questions.
Compliance with our delivery obligation presupposes the timely and proper fulfillment of the contractual partner’s obligations.

2. timely and correct self-delivery remains reserved.

3. delivery dates or delivery periods, which can be agreed as binding or non-binding, must be stated in writing.
Delivery periods shall commence upon conclusion of the contract.
If subsequent amendments to the contract are agreed, a new delivery date or delivery period must be agreed at the same time if necessary.

4. the delivery deadline shall be deemed to have been met if the delivery item has left our premises or notification of readiness for dispatch has been sent by the time it expires.

5. 6 weeks after exceeding a non-binding delivery date or a non-binding delivery period, the contractual partner may request us in writing to deliver within a reasonable period of time.
Only with this reminder shall we be in default.
This shall not apply if the aforementioned grace period is unreasonably long.
The reasonably long grace period shall then apply.

6. if our default is due to slight negligence, our liability for damages is excluded, unless it concerns damage to life, body and health.

7 Alternatively, we limit our liability for default in the event of slight negligence to the typically foreseeable damage.

8. force majeure, riots, strikes, lockouts and significant operational disruptions through no fault of our own shall change the dates and deadlines specified in Clauses 1 and 2 by the duration of the disruptions caused by these circumstances and a reasonable start-up period.
1 and 2 by the duration of the performance disruptions caused by these circumstances and a reasonable start-up period.

V. Transfer of risk, delivery, inspection, obligation to give notice of defects

1 Notwithstanding any assembly obligations, the risk shall pass to the customer upon delivery to the shipping agent, but at the latest when the goods leave our premises.

If the goods are ready for shipment, the risk shall pass to the contractual partner one week after receipt of a notice of readiness for shipment, unless we have accepted the shipment of the goods.
If shipment or acceptance is delayed due to circumstances for which the contractual partner is responsible, the risk shall pass upon dispatch of a notice of readiness for shipment.
In all cases, we shall only be obliged to take out insurance at the contracting party’s special written request and at the contracting party’s expense.

2. the contractual partner is obliged to inspect the goods for defects – also in the case of resale – and to notify any defects in writing without delay, at the latest within 10 working days.

3. upon request, the client is obliged to cooperate in the preparation of an acceptance and functional protocol.

VI Warranty

1. in the case of material defects and defects of title that are not only insignificant, we are entitled to supplementary performance in addition to the statutory provisions as follows:

We are entitled to rectify the defect twice.
If the nature of the item or the defect or other circumstances indicate that the rectification has not yet failed and this is reasonable for the contractual partner, we shall be entitled to carry out further rectifications.

2. if the rectification has failed, the contractual partner shall be entitled to reduce the price or, at his discretion, to withdraw from the contract and to assert the right to compensation in accordance with the statutory provisions.

3. the limitation period is 12 months, even for the sale of used goods.

4. our warranty is limited to the value of the work or partial work processes carried out by us.

VII Exclusion of damages, limitation of liability

1. if our obligation to pay damages is based on the only slightly negligent breach of essential contractual obligations, we limit our liability for damages and that of our legal representatives or vicarious agents to the foreseeable damage typical for the contract, unless it concerns damage to life, limb and health.

2. if our obligation to pay damages is based on the only slightly negligent breach of non-essential secondary obligations, we exclude our liability for damages, that of our legal representatives or our vicarious agents, unless it concerns damage to life, limb or health.

3. in all cases of liability for damages due to negligent breach of duty, irrespective of the legal basis, unless it concerns claims under product liability law, our liability for damages shall be limited to the damage foreseeable for us.

4. in the alternative, we exclude our liability for damages, that of our legal representatives or vicarious agents, insofar as we are responsible for a slightly negligent breach of a contractual obligation which, by its nature and consequence, does not jeopardize the purpose of the contract, unless it concerns damage to life, health and limb.

5. the above provisions shall not apply to claims under the Product Liability Act.

6. if a claim is made against us for damages arising from manufacturer’s liability in accordance with § 823 BGB (tortious basis of claim), we limit our liability beyond the above provisions to the compensation payment of our liability insurer.
The sum insured is typical for the damage/contract/property.
Insofar as the insurance does not pay out or does not pay out in full, our liability shall remain unaffected, limited to the amount of the sum insured.
If the sum insured is not typical for the type of damage, contract or property, we shall limit our liability in such cases to the amount of damage typical for the type of damage, contract and/or property.

VIII Retention of title

1. in all cases, we reserve title to the delivery item until receipt of all payments from the respective underlying delivery contract.

2 In addition, we reserve title to the delivered items until all claims arising from the business relationship, including future claims, have been settled.
In all cases, the contractual partner is obliged to store the delivery items free of charge with the care of a prudent businessman.

3. pledging and transfer by way of security of the reserved goods is not permitted in any case.
In the event of seizure, confiscation or other dispositions by third parties, we must be notified immediately and provided with the documents necessary for an objection.

4 Furthermore, the contractual partner is entitled to process and resell the delivery item in the course of proper business operations as long as he is not in default.
Upon conclusion of the contract with us, he assigns to us the claims against his customers to which he is entitled from the sale or for any other legal reason in the amount of the invoice value of the delivered goods subject to retention of title.

5. the right to sell and the authority to collect assigned claims shall expire upon suspension of payment, application for or opening of insolvency proceedings and in the event of a check or bill protest.
In these cases, the contractual partner shall be obliged to provide us with an immediate, unsolicited invoice for the goods subject to retention of title and the assignment of claims.

6. the retention of title shall remain in force even if “individual claims” are included in a current invoice and the balance has been struck and recognized, unless the balance has been settled.

7. if the value of the securities granted exceeds our claims by more than 20%, we shall be obliged, at the request of the customer and at our reasonable discretion, to retransfer the securities to the extent that the security limit is exceeded.

8. we are entitled to take back our reserved goods after issuing a reminder in accordance with the cases regulated in clause 5 and if the contractual partner is in arrears with a significant part of its payment obligations.
Just like a seizure by us, this shall not constitute a withdrawal from the contract.
The contractual partner is obliged to surrender the goods.
A right of retention is excluded.

9. amounts which the contractual partner collects from assigned claims must be kept separately until they are transferred to us in order to exclude offsetting and/or netting with bank accounts held on the debit side.

10. the processing or transformation of the delivery item by the contractual partner shall always be carried out for us.
If this is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other processed items at the time of processing.
In all other respects, the same shall apply to the item created by processing as to the delivery item delivered under reservation of title.

11. if the delivery item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other mixed items at the time of mixing.
If the mixing takes place in such a way that the contractual partner’s item is to be regarded as the main item, it is agreed that the contractual partner shall transfer co-ownership to us on a pro rata basis.
The contractual partner shall hold the resulting sole or co-ownership for us.

12 Insofar as we are the processor of materials provided to us, we refer to the contractor’s right of lien.
In addition, it is agreed that we shall retain indirect possession upon delivery of goods processed by us.
The recipient of the processed goods shall store them for us until our claims have been settled.
The same shall apply to other customers to whom our customer is obliged to agree the same provision.
In addition, a lien is agreed under the law of obligations on the materials delivered in the amount of the claims we are entitled to against the customer.

IX. Choice of law, place of jurisdiction

1. all contracts shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

2. the place of performance for all mutual claims arising from the contractual relationship is Senden.

3. our place of business shall be the place of jurisdiction for all claims arising from the business relationship, including actions on checks and bills of exchange, if the contractual partner is a merchant.
However, we are also entitled to sue the contractual partner at his general place of jurisdiction.