Name of the authorised representative
Qioptiq Management GmbH, Göttingen HRB 3235
represented by the Executive Board: Hubertus Dornieden, Dr. Markus Ehbrecht, David Marks, Dr. Robert Vollmers
Local district court Göttingen HRA 3610
VAT identification number
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 accepts that these conditions apply exclusively; we shall not recognize contradictory or differing conditions from the supplier unless we expressly agree in writing. The purchaser acknowledges acceptance of these conditions by placing orders. These conditions constitute the entire agreement between us and the purchaser and supersede any prior understanding between them.
2. Quotations and deliveries
Our prices apply based upon the place of delivery, and do not include packaging costs. Where we supply products included in price lists, the euro prices on the date the order is received shall apply. None of our quotations shall be binding until an order with such quotation is approved by us. The information included in our printed documentation regarding design, workmanship, dimensions and weights is for information purposes only and does not constitute a warranty. We are entitled to make partial deliveries and to deliver up to ten percent (10 %) greater or lesser than the quantity ordered. If the delivery date cannot be observed because of industrial disputes or because of unforeseeable circumstances that are outside our control, such as shortages of material or energy, or because of failure on the part of our suppliers to deliver accurately or timely, and if timely delivery was not possible even though due care was taken and reasonable efforts were made, then the delivery periodis extended through the duration of the hindrance without penalty.
We shall obtain insurance coverage against transportation risks for all our shipments at the purchaser's expense.
4. Notification of faults and liability
The goods delivered must be inspected immediately. Notice of obvious or readily detectable defects that are found must be provided to us in writing within ten (10) days of receipt of the goods. Warranty claims regarding faults that have not been notified in a timely manner are not accepted. We handle parts sent to us to the best of our knowledge and ability, and only accept liability in the case of breakage or other damage to the material to the extent damage is attributable to gross negligence on our part. Liability for breakage or other damage to the material will be limited to the agreed upon cost of processing the material concerned, but not for the cost of the material itself. Qioptiq Photonics GmbH & Co. KG, Germany Terms and Conditions of Delivery and Payment Liability for defects is limited to the cost of our products. No additional liability is accepted, including claims for compensation for more extensive damage except to the extent caused by our gross negligence. We accept no liability whatsoever fr any form of consequential or indirect damage or loss including lost profits or business opportunities. When producing products based on third-party drawings, we accept no liability regarding the infringement of third-party intellectual property rights. The purchaser acknowledges and agrees that the exclusion and limitations of liability provided for in this section are reasonable.
If we are unable to deliver a product as originally agreed, the purchaser may cancel the contract upon written notification from us.
We reserve the right in each individual case, particularly where special production orders are involved, to demand full or partial pre-payment. In all other cases, payment must be made within 14 calendar days after the invoice date at a 2 % discount or within 30 days after the invoice date. Payments shall be considered on time if sent by the deadline. We reserve the right to accept discountable bills of exchange. The bank discount rate is charged from the due date of the invoice onwards. All related expenses must be paid in advance. Credit entries relating to bills of exchange and cheques are subject to them being honoured. They are credited with a value date on the day which the amount due is placed at our disposal. In the case of delayed payment, the purchaser shall be charged interest in the amount of at least 8 % above the current base rate according to §§ 247, 288 of the German Civil Code. If payment is not made in accordance with the terms of this contract or if circumstances arise that have a noticeable adverse impact on the credit standing of the purchaser (e.g. futile seizure, bills of exchange or cheques that are not honoured, suspension of payment, application for the institution of bankruptcy or reorganization proceedings), all claims held against the purchaser will be due immediately. This provision also applies to claims on the basis of bills of exchange.
7. Retention of title
Title to goods we have supplied shall not pass from us to the purchaser until we have received full payment of the relevant account balance. Cheques and bills of exchange are only credited when they have been honoured. Findings that we reach and technical data that we compile in the development of products to manufacture on behalf of the purchaser always remain our property, even if we invoice the purchaser a share of the costs incurred.
8. Tools and special equipment
All tools, jigs, dies, gauges and other equipment and associated software in which the cost is charged to the purchaser shall remain our property. Where subsequent orders are placed within a reasonable period of time, these tools will be used in the subsequent production without additional charge or cost to the purchaser.
9. Place of performance and jurisdiction
The place of performance for delivery and payment is the applicable place of delivery. The place of jurisdiction is Göttingen. We are also entitled to enforce claims at the place of business of the purchaser. In such instances, the purchaser is obliged to reimburse the costs we incur in legal actions and enforcement of judgements, including attorneys’ fees and costs, even if reimbursement of these costs are not mandated by the provisions of local law. The German version of this agreement is the binding version. The English version is supplied for convenience purposes only. It is agreed that the laws of the Federal Republic of Germany apply and that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Valid from: June 2011