1. general conditions

1.1 Our Terms and Conditions of Sale and Delivery apply to all offers, sales, deliveries, repairs and other services.

1.2 Our Terms and Conditions of Sale and Delivery, as amended from time to time, shall form the basis of all contracts to be concluded in the future.

1.3 Deviations from these Terms and Conditions of Sale and Delivery shall only be effective if agreed in writing.

1.4 Any other contractual terms and conditions of the customer – unless expressly agreed in writing – shall not apply.

1.5 Written form within the meaning of these terms and conditions also includes text form (e.g. e-mail), unless written form in the narrower sense is expressly required.

2. offers, conclusion of contract, export control

2.1 Our offers are always subject to change and non-binding. Contracts require our written confirmation to be effective; alternatively, the contract shall be deemed concluded when we carry out the delivery.

2.2 The Buyer is aware that the equipment supplied by us is subject to export monitoring by the Federal Office of Economics and Export Control (BAFA) and, if applicable, other export/sanctions regimes. The customer is obliged to comply with the relevant regulations (including EU dual-use, embargoes, sanctions lists, end-use) in the event of any export/re-export/transfer and to provide LaVision with corresponding end-use/end-use certificates on request.

2.3 LaVision is entitled to refuse performance or withdraw from the contract if export/sanctions regulations conflict with this or if the necessary permits are not granted.

3. prices and payment

3.1 Our prices are exclusive of statutory value added tax; this will be invoiced separately at the statutory rate.

3.2 Terms of delivery: Unless otherwise agreed, delivery shall be ex works Göttingen (EXW, Incoterms® 2020). Packaging, shipping, insurance, customs duties/duties shall be borne by the customer.

3.3 The purchase price and the fees for ancillary services shall be due for payment without deductions upon handover of the delivery item or after invoicing.

3.4 We charge interest on arrears at 8 percentage points p.a. above the respective prime rate of the ECB. It shall be set at a higher rate if we can prove that we have been charged a higher interest rate.

3.5 Set-offs and retentions due to counterclaims of the customer are excluded, unless the counterclaim on which the right to refuse performance or the set-off is based is undisputed by us or has been legally established.

3.6 Payments shall be made in EUR unless another contractual currency has been agreed in writing; any bank charges/currency risks shall be borne by the customer.

3.7 We are entitled to demand advance payment, down payments or payments on account; partial invoices for partial deliveries are permissible.

4. delivery period

4.1 The agreement of binding delivery dates and deadlines must be made in writing.

4.2 The delivery period shall commence with the dispatch of the order confirmation, but not before the provision of any documents, approvals, releases to be procured by the customer and not before receipt of an agreed down payment.

4.3 The delivery deadline shall be deemed to have been met if readiness for dispatch has been notified or the delivery item has left the factory by the time it expires.

4.4 The delivery period shall be extended in the event of industrial disputes (in particular strikes, lockouts) and in the event of unforeseen obstacles beyond our control (e.g. operational disruptions, pandemics/epidemics, official measures, transport disruptions, energy/commodity shortages, delays in the delivery of essential materials), insofar as such obstacles can be proven to have a significant impact on the delivery. This shall also apply if the circumstances occur at subcontractors. The delivery period shall be extended in accordance with the duration of such measures/impediments. We shall also not be responsible for the aforementioned circumstances if they occur during an already existing delay. In important cases, we shall inform the customer as soon as possible of the beginning and end of suchhindrances.

4.5 Partial deliveries are permissible within the delivery periods specified by us.

4.6 If the delivery date is exceeded, the customer shall be entitled to withdraw from the contract after setting a grace period of six weeks in writing for delivery of the delivery item.

5. acceptance and transfer of risk

5.1 The customer is obliged to accept the delivery item. He is entitled to inspect the delivery item at the place of delivery within 14 days. The customer is obliged to accept the delivery item within the same period, unless he is temporarily prevented from accepting through no fault of his own.

5.2 If the customer intentionally or through gross negligence remains in arrears with the acceptance of the delivery item for longer than 14 days from delivery, we shall be entitled, after setting a grace period of a further 14 days, to withdraw from the contract or to demand compensation for non-performance. It is not necessary to set a grace period if the customer seriously or finally refuses acceptance or is obviously unable to pay the purchase price within this period.

5.3 The risk shall pass to the customer upon dispatch ex works Göttingen. If carriage paid delivery has been agreed, the place of delivery shall be the place of transfer of risk. If the customer declares that he will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer at the time of refusal.

6. reservation of title

6.1 We reserve title to the delivery items until payment of all claims resulting from the contract or other claims resulting from the business relationship.

6.2 In the event of breach of contract by the customer, in particular default in payment, the customer shall be obliged to return the object of purchase or delivery immediately after a single reminder and expiry of a reasonable period.

6.3 The assertion of the retention of title as well as the seizure of the delivery items by us shall not be deemed a withdrawal from the contract, unless this is expressly agreed by us in writing.

6.4 The customer shall be entitled to resell the delivery items in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the purchase price agreed between us and the customer (including VAT) which accrue to the customer from the resale – irrespective of whether the delivery items are resold without or after processing. The customer is authorized to collect this claim after its assignment. Our authority to collect the claim ourselves remains unaffected by this; however, we undertake not to collect the claims as long as the customer duly fulfills his payment obligations and is not in default of payment. If this is the case, however, we may demand that the customer discloses the assigned claims and their debtors and provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

6.5 The customer may neither pledge the delivery items nor assign them as security until full payment has been made. In the event of seizure, confiscation or other dispositions by third parties, the customer must notify us immediately and provide us with all information/documents necessary to safeguard our rights. Enforcement officers or third parties must be informed of our ownership.

6.6 We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of the securities exceeds the unpaid claims by more than 20%.

6.7 Processing/combining/mixing: Any processing of the reserved goods shall always be carried out for us. In the event of combination/mixing with third-party items, we shall acquire co-ownership in proportion to the invoice values; the customer shall hold the (co-)ownership free of charge.

7. obligation to inspect and give notice of defects, warranty

7.1 Notices of defects must be made in writing.

7.2 The customer must inspect the goods immediately after delivery in accordance with § 377 HGB (German Commercial Code) and report any defects in writing without delay; hidden defects must be reported in writing immediately after discovery.

7.3 Warranty for defective delivery items shall be provided at our discretion by repair or replacement. If the repair/replacement delivery fails, the customer shall be entitled to a reasonable reduction in the purchase price or, at his discretion, to withdraw from the contract. He shall not be entitled to claim damages. The provisions of Section 11 below shall remain unaffected.

7.4 Exclusions: No claims for defects shall exist in the event of natural wear and tear, improper use, incorrect assembly/commissioning by the customer or third parties, non-compliance with operating/maintenance instructions, unsuitable operating conditions or external influences (chemical, electrical, electromagnetic) for which we are not responsible.

7.5 Limitation period: The limitation period is 12 months. The period shall commence upon acceptance of the purchase or delivery item by the customer. Legally mandatory longer periods (e.g. in the case of fraudulent intent, personal injury, product liability) shall remain unaffected.

7.6 Returns under warranty shall be made after prior RMA approval and in accordance with our shipping/packaging guidelines.

8. repair and installation services

The following applies to repair and installation services provided by us after expiry of the warranty period:

8.1 The customer must make all necessary preparations for carrying out the repair or installation (access, media, safety) and support us to the best of his ability in carrying out the work.

8.2 Unless a fixed price has been agreed, the customer shall be charged for repairs and installations in accordance with the time, material and travel costs incurred on the basis of our hourly rates and price lists valid at the time of performance. Waiting times, travel and expenses shall be invoiced separately.

8.3 After completion of the work, acceptance may be requested; it shall be deemed to have taken place if the customer does not complain about the service 14 days after notification of completion, stating significant defects.

9. software usage rights

9.1 The Customer shall receive a non-exclusive right to use our software and the associated documentation within the scope of its business operations on a computer system or data carrier. All other rights to the software and the documentation, including copies and subsequent additions, shall remain with us. The granting of sublicenses by the customer is not permitted.

9.2 The customer must ensure that the software and documentation are not accessible to third parties without our prior written consent. Reverse engineering, decompilation, duplication and distribution are only permitted within the framework of mandatory law.

9.3 If the software contains open source components, the respective OSS licenses shall apply in addition; we shall provide corresponding information.

10 Confidentiality, property rights

10.1 We reserve ownership rights and copyrights to offers, drawings, illustrations, calculations, software (source/object code), specifications and other documents; they may not be made accessible to third parties without our consent.

10.2 Both parties undertake to maintain the confidentiality of all non-public information obtained under the contract for the duration of the contract and for three years thereafter.

11. liability

11.1 In the event of intentional or grossly negligent breaches of duty, such as in the event of culpable injury to life, limb or health, LaVision shall be liable without limitation for all damages resulting therefrom, unless otherwise provided by law.

11.2 In the event of gross negligence on the part of non-executive employees, LaVision’s liability for property damage and financial loss is limited to the foreseeable damage typical of the contract.

11.3 In the event of slight negligence, LaVision shall only be liable for property damage and financial loss in the event of a breach of material contractual obligations. Material contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on which the customer generally relies and may rely. Here too, liability is limited to the foreseeable damage typical of the contract.

11.4 Any further liability for damages other than that regulated in the above paragraphs is excluded– irrespective of the legal nature of the asserted claim. This applies in particular to unauthorized actions in accordance with §§ 823, 831 BGB. Any unlimited liability under the provisions of the German Product Liability Act shall remain unaffected.

11.5 We shall only be liable for loss of data up to the amount of the typical recovery costs that would have been incurred in the event of proper regular data backups.

12 Compliance, sanctions and anti-corruption

12.1 The Buyer undertakes to comply with all applicable laws, in particular sanctions, export control, anti-corruption and money laundering regulations.

12.2 Violations entitle LaVision to rescind/terminate the contract for good cause; further claims remain unaffected.

13. force majeure

13.1 Neither party shall be liable for the non-fulfillment of its performance obligations if these are basedon force majeureevents.

13.2 Force majeure includes in particular Natural events, war, terror, epidemics/pandemics, official measures, energy/commodity shortages, cyber attacks, transport/supply chain disruptions, labor disputes.

13.3 The affected party shall inform the other party immediately of the start and end of the event; performance obligations shall be suspended for the duration of the event and postponed by a reasonable period of time.

14. assignment, retention, offsetting

14.1 The customer may only assignclaims arising from the contractual relationship with our prior written consent.

14.2 The customer shall only be entitled to a right of retention on the basis of undisputed or legally established counterclaims.

14.3 Offsetting is only permitted under the conditions of clause 3.5.

15 Place of performance, place of jurisdiction, choice of law, contract language

15.1 The place of performance is Göttingen.

15.2 For all disputes arising from the contractual relationship, the action shall be brought before the court having jurisdiction for our head office (Göttingen). We are also entitled to take legal action at the customer’s head office.

15.3 German law shall apply exclusively to the exclusion of the laws on the international sale of goods(CISG/UN Sales Convention).

15.4 The contractual language is German. If a translation is also provided, the German version shall prevail in the event of doubts as to interpretation.

16. final provisions

16.1 Should any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a valid provision that comes closest to the economic purpose shall be deemed to have been agreed.

16.2 Amendments and supplements to these Terms and Conditions must be made in writing; this also applies to the waiver of this written form requirement.

16.3 LaVision is entitled to amend these GTC with effect for the future. We will inform you of any significant changes in an appropriate manner.