GTCP

General Terms and Conditions of Purchase

Our purchase orders and business relationships are subject to the exclusive application of our general terms and conditions of purchase (GToP) between our suppliers and business partners (hereinafter "Seller"), if Seller is entrepreneur, governmental entitiy, or special governmental estates in the meaning of sec. 310 para. 1 German Civil Code ("BGB"), and MINOX GmbH Optische und Feinmechanische Werke, Walter-Zapp-Str. 4, D-35578 Wetzlar, Germany.

§ 1 Application

(1)  These terms and conditions of purchase shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing. This requirement of approval applies in all cases, for example, even if we order without reservation in the knowledge of Seller's business conditions.

(2)  These terms and conditions of purchase shall also govern all future transactions between the parties and shall also apply if we accept delivery despite our knowledge of differing or contrary terms.

(3)  Declarations and notices of legal significance that the Seller must submit to us after conclusion of contract (including but not limited to setting of deadlines, notification of defects and declaration of withdrawal or diminution) require the written form to be effective. Written form shall have the meaning of declaration in writing or in text form (e.g. by mail, e-mail, facsimile etc.). Any statutory form requirement or further proof in case of doubts about the identity of the other party shall remain unaffected.

§ 2 Offer/ Purchase Order, Acceptance

The Seller shall accept a purchase order which is regarded as a binding offer to conclude a contract if not explicitly stated otherwise within a reasonable time not exceeding two weeks.

§ 3 Prices, Payment

(1)  Prices include delivery DDP MINOX GmbH Optische und Feinmechanische Werke, Walter-Zapp-Str. 4, D-35578 Wetzlar, Germany (INCOTERMS 2010), the respective statutory VAT and any and all costs for packaging, except as otherwise expressly agreed upon.

(2)  The purchase price is due and payable as agreed with the individual purchase order and its acceptance.

§ 4 Offset, Retainer

We reserve all rights to offset or retain payment provided by applicable law.

§ 5 Performance, Delivery

(1)  Seller shall not be permitted, unless otherwise agreed upon in writing, to fulfill its obligations by using third parties (e.g. subcontractors) Seller shall bear the risk of procurement unless otherwise agreed upon in writing on a case by case basis (e.g. limitation to stock quantities etc.).

(2)  All delivery dates stated in the order or otherwise agreed upon are binding.

(3)  The Seller shall immediately inform us of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery.

(4)   In case of default in delivery we reserve all rights under applicable law.

§ 6 Confidentiality / Retention of Title

(1)  We reserve any and all rights with regard to its business documentation including but not limited to illustrations, drawings, calculations, instructions for use, product descriptions etc. Such documentation shall be regarded as our sole property and Seller shall only be permitted to use such business documentation in connection with our business relationship. Upon termination of the business relationship Seller shall immediately return such documentation to us.

Seller shall be obliged to keep such business documentation confidential towards any third party. This confidentiality obligation shall survive any termination of the business relationship between Seller and us. The confidentiality obligation shall cease to exists in case the information becomes public knowledge.

(2)  We further reserve any and all rights of property with regard to provided goods including but not limited to any material, tools, samples, templates etc. provided to Seller. Such provided goods shall remain our sole property and have to be clearly marked as our property. They shall be stored separately and insured properly against destruction or theft upon Seller's sole expense.

(3)  Reworking, mixing or connecting of our provided goods shall be performed by Seller solely for and on behalf of us. Same shall apply if such provided goods will be reworked, mixed or connected by us, which will lead to a passing of title to us at the time of such work.

(4)  Passing of title towards us shall not be subject to any conditions, including but not limited to the condition to pay the agreed purchase price. In any case Seller's retention of title shall cease to exist with our full payment of the purchase price for relevant goods. We shall be entitled to resell the goods within our ordinary course of business even if title did not already pass to us and will assign our receivables arising out of such resale towards Seller. Any further retentions of title in favor of Seller shall be explicitly excluded.

§ 7 Liability, Warranty

(1)  We reserve all rights and remedies for non-conformity provided by applicable law. We are especially entitled, upon our election, to claim remedy of defects, redelivery of conforming goods, and damages.

(2)  In case of imminent danger we are entitled, after giving notice to the Seller, to remedy the defects at the Seller's cost.

(3)  Warranty claims shall be time-barred after 36 month of the passing of risk.

§ 8 Product Liability, Insurance

(1)  Our statutory rights with regard to claims to Seller's redress (Seller's redress according to §§ 445a, 445b, 478 BGB) shall exist without limitation in parallel to our statutory rights with regard to defective products. In particular we shall be entitled to request sort of subsequent fulfillment that we owe vis-á-vis our own customers on a case-to-case base. Our statutory election rights with regard to subsequent fulfillment (§ 439 para 1 BGB) shall remain unaffected.

(2)  Prior to acceptance or fulfillment of a claim regarding defective products, which is brought to us by our customers (including claim for reimbursement of expenses according to §§ 445a para 1, 439 para. 2 and 3 BGB) we will contact you as a Seller, summarize the claim of our customer and ask you for a short written statement with regard to such claim. If such written statement is not provided within a reasonable period of time and there is no amicable solution of such claim the acceptance of the claim towards our customer shall be regarded as binding towards you as a Seller. Seller may proof that the claim does not exist or is lower than accepted by us.

(3)  We explicitly reserve our rights with regards to claims arising out of Seller's redress in case the defected goods were remanufactured, processed, mixed or combined with other goods by us or any other third party enterprise.

(4)  The Seller shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties.

(5)  The Seller shall, at all times during the term of this contract, maintain product liability insurance with an adequate minimum insurance amount of € 10 Mio. for each single occurrence of personal and € 5 Mio. For each single occurrence of property damage, if not explicitly agreed otherwise. Further damages shall remain unaffected.

§ 9 Warranty of Title

(1)  The Seller warrants that the goods are free from rights of third parties and that delivery of the goods does not violate any rights of third parties. The Seller shall indemnify us, upon first demand, from any claims of third parties in this regard.

(2)  Claims based on defect in title shall be time-barred pursuant to § 7 (3) above.

§ 10 Applicable Law, Jurisdiction

(1)  This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods, CISG).

(2)  Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract, except for the case that there is a mandatory exclusive place of jurisdiction under applicable law, shall be Eckernförde, Germany.

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