Valid from: June 2010
1. General terms:
All orders are accepted and carried out by Qioptiq Photonics GmbH & Co. KG exclusively on the basis of the following conditions. The purchaser recognises these conditions by placing orders. No amendment can be accepted unless agreed to in writing.
Our quotations are not binding, but shall beunderstood as invitation to the buyer to make a purchase offer. There will only be a valid contract after acceptance of the buyer's order (purchase offer) by Qioptiq. If there are discrepancies between acceptance and order, the acceptance shall be considered as new offer.
2. Quotations and deliveries:
Our prices are to be understood from the respective place of delivery, packing excluded. In as far as we deliver goods shown in the published price list, the application price in EURO are those valid on the date of receipt of the order. Our quotations are not binding unless an order that is placed on te basis of the terms of the quotations has been confirmed by us in writing. All data regarding finish, measurements and weights contained in our brochures are not binding. We are allowed to make partial deliveries to to 10 %. Delivery times are calculated with utmost care. Should the delivery be delayed as a result of industrial disputes or unforeseeable circumstances beyond our control, such as shortage of material or energy or as a result of incorrect or unpunctual deliveries by suppliers of parts in spite of their being most conscientiously selected and provided this delay was unavoidable in spite of all due dilligence and all reasonable efforts on our part, then the delivery time will be extended by the duration of the hindrance. Call orders, if not otherwise agreed to, have to be called within one year.
All shipments will be insured by us at buyer's expense against transport risks.
4. Claims and Liability:
Goods shall be inspected immediately on delivery obvious defects and to be reported within 10 days afer recept of goods to us in writing.
Claims to warranties for defects not reported in good time shall not be accepted. Parts send to us for processing will be handled to the best of our ability. However, in case of fracture or other damage to the material, should this damage be due to gross negligence on our part, we will be liable only up to the agreed processing costs of the material in question, but not for the material itself.
Our warranty will be limited to the supply value of our products. Any further liabiity claims - especially claims for restitutions of further damages - shall be excluded except in cases where gross negligence or the infringement of material contract obligations can be proven. this applies equally to claims arising from culpa in contrahendo, positive violation of claims and other legal grounds. We accept liability for the presence of guaranteed properties. Consequential damages can only be acknowledged if they are covered by our guarantee and are the result of gross negligence.
When manufacture takes place according to customer's drawings, no liability whatsoever can be accepted regarding the infringement of patent rights of third parties.
5. Default and Impossibility of Performance:
On default or any impossibility we are respnsible for, the buyer may rescind the contract or claim damages subject to a futile and adequate period of grace. The claim for damage is restricted to 5 % of the value of the goods in arrear, provided that gross negligence is excluded. any other claims are excluded.
According to circumstances and particularly in cases of products being made to order, we reserve the right to demand payment in advance of partial amount or in full. In other cases payment is due within 14 days after date of invoice minus 2 % discount or 30 days net after date of invoice.
Payment by bill of exchange is subject to our agreement. This discount will be calculated on the basis of the prevailing bank rate from the date the invoice is due. These fees must be paid at once
Credit entries of bills of exchange and cheques are always subject to their collection. Their value is credited to the customer's account the same day on which the amount is at our disposal.
In cases of delayed payment, interest on arrears at least 8 % over the current base rate acc. to §§ 247, 288 BGB will be charged.
Should payments remain unsettled in spite of reminders or should circumstances come into being which noticeably diminish the credit standing of the purchaser (e. g. futile seizure, non-collection of bills of exchange or cheques, suspension of payments, petition for instituting composition or bankruptcy proceedings),, then all claims which we have against the purchaser are due at once. This applies likewise to claims onthe basis of bills of exchange.
7. Retention of title:
Goods delivered by us remain our property until full settlement of balance of account. Cheques and bills of exchange are only credited to the customer's account upon their collection. The purchaser has the right to sell, process and/or integrate the goods under normal trading conditions. He shall assign to us already at this point of time all claims and rights resulting from the resale or processing or integration up to the amount of the balance of account or shall transfer ownership of the acquired items. The buyer may call in all claims as long as he meets his obligations of payment with us. Securities will be released when they exceed 20 % of our claims.
In case of distraint of goods by a third party, the buyer is obliged to indicate the retention of title and so report this to us forthwith. In cases of breach of contract and in particular in cases of default of payment, we retain the right to take back the reserved goods. The taking back of the goods does noct imply termination of the contract.
Any findings, knowledge or technical data arising from the development of products to be manufactured in accordance with a customer's purchase order always remain our property even when a cost sharing is invoiced to the customer.
8. Tools and operating media:
In cases where we charge some of the costs of tooling and operating media, these appliances willl remain our property even after payment has been made. We will only commit ourselves to use these tools without charging for them again for carrying out subsequent orders placed within a reasonable period of time.
9. Place of fulfillment and court:
Place of fulfillment for delivery and payment is the respective place of delivery. Place of juisdiction is Göttingen. We shall be entitled to press claims at the place of jurisdiction of the ordering party, too. In this event the ordering party is obliged to reimburse us for our costs for bringing an action and for enforcement including the costs and fees of the lawyers empowered by us even if local or national law does not provide for the reimbursement of such costs.
It is agreed that Federal Republic of Germany Law applies excluding the Hague Convention on The Uniform Law on International Sales of Goods as well as the U. N. Law on international Sales of Goods.