general terms and conditions of business (T & Cs)

of S & R Optic GmbH, Ludwig-Rinn-Strasse 14,
35452 Heuchelheim (Germany)

Paragraph 1 Scope
(1) All goods, services and quotes by the vendor are made
exclusively on the basis of these General Terms and
Conditions of Business (referred to hereinafter as "T &
Cs") if the client is a company, a legal entity in German
public law or a special fund in German public law. These T
& C's are an integral part of all contracts concluded by S &
R Optic GmbH, Heuchelheim (referred to hereinafter as
"S&R") with its business partners (also referred to
hereinafter as "clients") in respect of the goods or services
to be supplied. These conditions also apply to all future
goods or services supplied to the client, even if they are
not agreed on again separately.
(2) Business conditions of the client's or third parties will
not apply, even if S&R does not dispute their validity in
individual cases separately.

 

Paragraph 2 Offers, Concluding Contracts and the
Written Form
(1) If an order is to be referred to as a quote, we may
accept this within two weeks.
(2) Additions and alterations of the agreements reached,
including these T & Cs, must be in writing to be legally
valid. With the exception of managing directors/owners
and authorised company officers, the employees of S&R
are not entitled to make any oral agreements that deviate
from these conditions. Transmission by telefax will suffice
to fulfil this provision.
3) S&R retains ownership or copyright on all
documentation or items given or sent by it, e.g. quotes,
estimates, drawings, illustrations, calculations, models etc.
The client may not make this documentation or these items
accessible to third parties, publicise them, use them itself
or through third parties or duplicate them without the
express permission of S&R.

Paragraph 3 Prices and Payment
(1) Prices apply to the agreed scope of goods or services
as listed. Extra, additional or special services will be
invoiced separately. Prices are in EUROS and ex works
plus packaging and the applicable statutory value added
tax; in the case of export deliveries they will also include
customs duties and all fees and public charges.
(2) The deduction of discount requires explicit agreement.
(3) The offsetting of counter-claims or retention of
payments based on such claims is only permitted if the
counter-claims are undisputed or have been established
under law.

Paragraph 4 Delivery and Delivery Periods
(1) Proposed deadlines and dates for the supply of goods
and services announced by S&R apply if a firm deadline or
date has been expressly approved or agreed to. If
shipment has been agreed to, delivery deadlines and
periods apply to the moment the goods are handed over to
the freight forwarder, carrier or other third party appointed
to carry out the transport. The commencement of any
performance or delivery period as announced presupposes
that all technical issues have been clarified.
(2) S&R is not liable for impossibility of delivery or for
delivery delays if these are due to Acts of God or other
events unforeseeable at the time the agreement was
signed, e.g. operational disruptions of all kinds, problems
in obtaining materials or energy, transport delays, strikes,
lawful lockouts, lack of employees, energy or raw materials
or non-delivery, incorrect delivery or untimely delivery by
suppliers, if S&R is not responsible for them. If such events
make performance or deliveries considerably more difficult
or impossible and the hindrance is not only of temporary
duration, S&R will be entitled to cancel the agreement. In
the case of hindrances of only temporary duration, delivery
or performance deadlines will be extended by the length of
the period of the hindrance plus an appropriate start-up
period. If as a result of the delay the client cannot
reasonably be expected to accept the goods or services, it
may cancel the contract by immediate declaration to S&R.
(3) S&R is entitled to make partial deliveries if the client
can use the partial delivery as part of the contractually
intended purpose, if delivery of the remaining goods as
ordered is assured and if the client incurs no major
additional effort or costs.
(4) If S&R falls into arrears with the supply of goods or
services or if the supply of goods or services is not
possible for whatever reason, S&R's liability to pay
damages is limited to the provisions in Paragraph 7 of
these T & Cs.

Paragraph 5 Place of Fulfilment, Transfer of Risk,
Acceptance
(1) The place of fulfilment for all obligations arising from
the contractual relationship is 35452 Heuchelheim,
Germany, unless other arrangements have been made. If
S&R is also required to perform installation, the place of
fulfilment will be the place where installation is to be
carried out.
(2) Risk transfers to the client when the goods to be
delivered are handed over to the freight forwarder, carrier
or other party appointed to carry out delivery. This also
applies in the case of partial deliveries or if S&R has
contracted to perform other services such as shipping or
installation. If shipping or transfer is delayed for reasons
for which the client is responsible, risk transfers to the
client on the day the goods to be delivered are ready to be
shipped and S&R has notified the client of this.
Warehousing costs incurred after risk has been transferred
will be borne by the client.
(3) Formal acceptance is to be carried out if requested by
a party to the contract. If acceptance is not required,
performance will be deemed to have been accepted after
12 working days have expired and following written
notification that performance has been completed. If
acceptance is not required and if the client uses the goods
or services or part thereof, acceptance will be deemed to
have been carried out after six working days have expired
following commencement of use unless other
arrangements have been agreed to.

Paragraph 6 Physical Defects, Claims for Defects
(1) Information from S&R on the goods or services to be
supplied and all illustrations of the same are authoritative
unless their usability for the contractually agreed purpose
presupposes no other precise match. The information
constitutes no guaranteed features of the goods' or
services' inherent characteristics; rather, it is a description
or characterisation of the goods or services. Deviations
typical in the trade and deviations required by law or which
display technical improvements and the replacement of
components by equivalent parts are permitted as long as
they do not impair the usability of the contractually
intended purpose.
(2) The guarantee period is one year as from delivery or, if
acceptance is required, after acceptance.
(3) Claims for defects presuppose that the client has duly
fulfilled its obligation to inspect the goods or services and
has notified us of any defects pursuant to Section 377 of
the German Commercial Code. In the case of a contract
for services, Section 377 of the German Commercial Code
will apply analogously. Following the transfer of risk and/or
acceptance of the product, the client is required to inspect
it immediately to ensure that it is in working order and to
notify us in writing of any defects after they have been
discovered but no later than seven days thereafter.
(4) If a defect is due to fault on the part of S&R, the client
may request compensation under certain circumstances as
per Paragraph 7.
(5) Claims for defects will not apply if the client alters the
item delivered or has it altered by a third party without the
consent of S&R and the alteration makes repair of defects
impossible or difficult to the point where they are
unreasonable. In all cases the client is required to bear the
additional costs of repairing the defect resulting from the
alteration.

Paragraph 7 Liability for Compensation
(1) S&R's liability for compensation, regardless of the
reason but in particular for impossibility of performance,
delay, non-delivery or incorrect delivery, breach of
obligations in contract negotiations and forbidden actions,
is limited under the terms of Paragraph 7, provided each
reason is due to fault.
(2) S&R is not liable in cases of simple negligence by its
management, lawful representatives, salaried employees
or other agents as long as there is no breach of an
essential contractual obligation. An essential contractual
obligation is an obligation on which the client can and may
rely. Essential contractual obligations include the obligation
to deliver and install in a timely fashion goods that are free
of essential defects, advisory, protective, custodial and
duty of care obligations that enable the client to use the
item delivered in the contractually prescribed manner or
whose purpose is to protect the lives and health of the
client's personnel.
(3) If S&R is liable pursuant to Paragraph 7 (2) for
compensation on its merits, this liability will be limited to
damages that S&R foresaw when concluding the
agreement as a possible consequence of a breach of
contract or which it should have foreseen when taking the
usual care. Indirect damage and consequential damage
resulting from defects in the item delivered can only be
replaced or reimbursed if such damage is to be typically
expected in items of this nature when used as intended.
(4) In cases of liability for simple negligence, the obligation
on the part of S&R to replace or reimburse physical
damage and resulting loss of profits is limited to the
amount of € 5.000 for each claim but for no more than two
claims per year (corresponding to the current insurance
coverage of company liability insurance), including
breaches of essential contractual obligations. S&R will, on
request, send a copy of the insurance policy to the client.
(5) Exclusions and limitations of liability apply to the same
extent to the benefit of the management, lawful
representatives, salaried employees and other agents of
S&R.
(6) The restrictions in this Paragraph 7 do not apply to the
liability of the vendor for deliberate actions, inherent
guaranteed features, death, physical injury or harm to
human health or liability pursuant to the German Product
Liability Act.

Paragraph 8 Retention of Title, Sureties
(1) S&R retains right of ownership to the items delivered
until all payments from the business relationship have
been received. In the case of conduct in breach of the
contract on the part of the client, S&R will be entitled to
take back the item delivered. Taking it back will constitute
cancellation of the contract. After taking the item back S&R
will be authorised to sell it and to offset the proceeds from
such a sale against the client's liabilities, less appropriate
administrative costs.
(2) The client is obliged to treat the item delivered with
care; in particular it is obliged to insure the item at its own
expense against damage by fire, water and theft. If
maintenance and inspection work are required, the client
must carry this out at its own expense in a timely fashion.
(3) The client is entitled to resell the item delivered in the
normal course of business; however it immediately assigns
all claims in the final amount of the invoice (including Value
Added Tax) to S&R due to it from the resale to its
purchaser or third parties. The client also remains entitled
to collect this liability after assignment. This will not affect
S&R's authority to collect this debt itself. However, S&R
undertakes not to collect the debt itself as long as the
client fulfils its payment obligations arising from the
collected proceeds, does not fall into arrears and, in
particular, makes no application to open insolvency
proceedings.
(4) Processing or reshaping of the item delivered by the
client will be carried out for S&R at all times. If the item
delivered is processed with other items not belonging to
S&R, S&R will acquire joint ownership of the new item as a
percentage of the value of the item purchased (final
invoice amount including value added tax) in relation to the
other processed items at the time of processing.
(5) If the item delivered is inseparably combined with other
items not belonging to S&R, S&R will acquire joint
ownership of the new item purchased as a percentage of
the value of the item purchased (final invoice amount
including value added tax) in relation to the other
combined items at the time of combining. If combining is
carried out in such a manner that the item belonging to the
client is to be regarded as the main article, it is deemed to
have been agreed that the client transfers a proportion of
joint ownership to S&R. The client will retain the resultant
sole ownership or joint ownership for S&R.
(6) The client also assigns to S&R the claims against a
third party that result from the connection between the
purchased goods and real estate.
(7) If requested to do so by the client, S&R will undertake
to release the securities owed to it if the realisable value of
our securities exceed the value of the claims to be secured
by more than 10%; the choice of the securities to be
released will be the responsibility of S&R.
(8) If the goods are delivered abroad, S&R will be entitled
to request the client to give it an unrestricted,
chronologically unlimited, directly enforceable guarantee
from a bank subject to German law licensed in the EU, for
the purpose of guaranteeing payment claims.

Paragraph 9 Place of Jurisdiction, Choice of Law, Final
Provisions
(1) The place of jurisdiction is the location of the place of
business of S&R; however, we are also entitled to bring
legal action against the client at its court of domicile.
(2) The laws of the Federal Republic of Germany apply
exclusively and exclude the provisions of the UN
Convention on the International Sale of Goods (CISG).
(3) If the contract or these T & Cs contain omissions, it is
agreed that those omissions will be replaced by those
legally valid provisions that the parties to the contract
would have agreed to according to the commercial aims of
the contract and the purpose of these terms and conditions
of business if they had known about the omission.